UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. _)*




                               BENEFITFOCUS, INC.                               
-------------------------------------------------------------------------------
                                (Name of Issuer)



                    Common Stock, $0.001 par value per share
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    08180D106
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2013
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[X] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, 
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 27  
                                

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          THE GOLDMAN SACHS GROUP, INC.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               11,388,078
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               11,388,078

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           11,388,078
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           46.6 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 2 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GOLDMAN, SACHS & CO.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               11,388,078
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               11,388,078

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           11,388,078
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           46.6 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

------------------------------------------------------------------------------



                                Page 3 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GS CAPITAL PARTNERS VI PARALLEL, L.P.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,460,808
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,460,808

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           1,460,808
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           6.0 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 4 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GS ADVISORS VI, L.L.C.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,460,808
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,460,808

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           1,460,808
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           6.0 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 5 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Cayman Islands

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               4,418,634
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               4,418,634

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           4,418,634
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           18.1 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 6 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GSCP VI OFFSHORE ADVISORS, L.L.C.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               4,418,634
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               4,418,634

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           4,418,634
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           18.1 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 7 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GS CAPITAL PARTNERS VI FUND, L.P.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               5,312,358
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               5,312,358

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           5,312,358
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           21.7 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 8 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GSCP VI ADVISORS, L.L.C.
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               5,312,358
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               5,312,358

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           5,312,358
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           21.7 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 9 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GS CAPITAL PARTNERS VI GMBH & CO. KG
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Germany

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               188,801
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               188,801

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           188,801
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.8 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           PN

------------------------------------------------------------------------------



                                Page 10 of 27  

<PAGE>

-----------------------
  CUSIP No. 08180D106                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person
      
          GOLDMAN, SACHS MANAGEMENT GP GMBH
          
------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                             
                                                                (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Germany

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               188,801
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               188,801

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           188,801
           

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           0.8 %
           

------------------------------------------------------------------------------
12.   Type of Reporting Person

           OO

------------------------------------------------------------------------------



                                Page 11 of 27  
  

<PAGE>

Item 1(a).         Name of Issuer:
                   BENEFITFOCUS, INC.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   100 Benefitfocus Way               
                   Charleston, South Carolina 29492
                   
                   
Item 2(a).         Name of Persons Filing:

                   THE GOLDMAN SACHS GROUP, INC. 
                   GOLDMAN, SACHS & CO. 
                   GS CAPITAL PARTNERS VI PARALLEL, L.P. 
                   GS ADVISORS VI, L.L.C. 
                   GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. 
                   GSCP VI OFFSHORE ADVISORS, L.L.C. 
                   GS CAPITAL PARTNERS VI FUND, L.P. 
                   GSCP VI ADVISORS, L.L.C. 
                   GS CAPITAL PARTNERS VI GMBH & CO. KG 
                   GOLDMAN, SACHS MANAGEMENT GP GMBH 

Item 2(b).         Address of Principal Business Office or, if none, Residence:
                   
                   The Goldman Sachs Group, Inc., Goldman, Sachs & Co.,
                   GS Capital Partners VI Parallel, L.P., GS Advisors VI, 
                   L.L.C., GS Capital Partners VI Offshore Fund, L.P., GSCP VI 
                   Offshore Advisors, L.L.C., GS Capital Partners VI Fund, 
                   L.P., GSCP VI Advisors, L.L.C., GS Capital Partners VI GmbH 
                   & CO. KG, Goldman, Sachs Management GP GmbH:

                   200 West Street
                   New York, NY 10282

Item 2(c).         Citizenship:
                   THE GOLDMAN SACHS GROUP, INC. - Delaware
                   GOLDMAN, SACHS & CO. - New York
                   GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
                   GS ADVISORS VI, L.L.C. - Delaware
                   GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
                   GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
                   GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
                   GSCP VI ADVISORS, L.L.C. - Delaware
                   GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
                   GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany

Item 2(d).         Title of Class of Securities:
                   Common Stock, $0.001 par value per share

Item 2(e).         CUSIP Number:
                   08180D106

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[  ]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).
                              
          (b).[  ]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[  ]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[  ]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[  ]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);

          (f).[  ]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[  ]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);
                              
          (h).[  ]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[  ]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
                               
                               Page 12 of 27  

<PAGE>
Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.

                   Clients  of  the  Reporting  Person(s) have or  may have the
                   right  to  receive or  the power  to  direct the  receipt of
                   dividends from, or the proceeds from the sale of, securities
                   held  in their accounts. Clients known to have such right or
                   power  with   respect  to  more  than 5%  of  the  class  of
                   securities to which this report relates are:
                   NONE

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
                             See Exhibit (99.3)

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                             Not Applicable


--------------------------
    
   *In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
    

                               Page 13 of 27  

<PAGE>

                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 14, 2014

             THE GOLDMAN SACHS GROUP, INC.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI PARALLEL, L.P.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS ADVISORS VI, L.L.C.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GSCP VI OFFSHORE ADVISORS, L.L.C.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI FUND, L.P.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GSCP VI ADVISORS, L.L.C.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI GMBH & CO. KG
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GOLDMAN, SACHS MANAGEMENT GP GMBH
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

                                

                               Page 14 of 27  

<PAGE>

                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Joint Filing Agreement
  99.2          Item 7 Information
  99.3          Item 8 Information
  99.4          Power of Attorney, relating to 
                THE GOLDMAN SACHS GROUP, INC.
  99.5          Power of Attorney, relating to 
                GOLDMAN, SACHS & CO.
  99.6          Power of Attorney, relating to 
                GS CAPITAL PARTNERS VI PARALLEL, L.P.
  99.7          Power of Attorney, relating to 
                GS ADVISORS VI, L.L.C.
  99.8          Power of Attorney, relating to 
                GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
  99.9          Power of Attorney, relating to 
                GSCP VI OFFSHORE ADVISORS, L.L.C.
  99.10         Power of Attorney, relating to 
                GS CAPITAL PARTNERS VI FUND, L.P.
  99.11         Power of Attorney, relating to 
                GSCP VI ADVISORS, L.L.C.
  99.12         Power of Attorney, relating to 
                GS CAPITAL PARTNERS VI GMBH & CO. KG
  99.13         Power of Attorney, relating to 
                GOLDMAN, SACHS MANAGEMENT GP GMBH
                               
                               Page 15 of 27  


<PAGE>
                                                                  EXHIBIT (99.1)
                                
                                JOINT FILING AGREEMENT

    In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement
on Schedule 13G (including  any and all amendments thereto) with respect to the
Common Stock, $0.001 par value per share, of BENEFITFOCUS, INC. 
and further agree to the filing of this agreement  as an Exhibit thereto. 
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.

Date:  February 14, 2014

             THE GOLDMAN SACHS GROUP, INC.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GOLDMAN, SACHS & CO.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI PARALLEL, L.P.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS ADVISORS VI, L.L.C.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GSCP VI OFFSHORE ADVISORS, L.L.C.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI FUND, L.P.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GSCP VI ADVISORS, L.L.C.
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GS CAPITAL PARTNERS VI GMBH & CO. KG
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

             GOLDMAN, SACHS MANAGEMENT GP GMBH
                                
             By:/s/  Priya  Iyer
              ----------------------------------------
             Name:   Priya  Iyer
             Title:  Attorney-in-fact

                               
                               Page 16 of 27  


<PAGE>
                                                                  EXHIBIT (99.2)

                                ITEM 7 INFORMATION

The securities being reported on by The GOLDMAN SACHS GROUP, INC. ("GS Group"), 
as a parent holding company, are owned by GS Capital Partners VI Parallel, L.P.,
GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Fund, L.P. 
and GS Capital Partners VI GmbH & CO. KG (collectively, the "GS Investing 
Entities"),or are owned, or may be deemed to be beneficially owned, by GOLDMAN, 
SACHS & CO. ("Goldman Sachs"), a broker or dealer registered under Section 15 
of the Act and an investment adviser registered under Section 203 of the 
Investment Advisers Act of 1940. Affiliates of GS Group and Goldman Sachs are 
the general partner, managing limited partner or managing partner of the GS 
Investing Entities.  Goldman Sachs serves as the investment manager of 
certain of the GS Investing Entities and is a wholly owned subsidiary of 
GS Group.

                                                                  EXHIBIT (99.3)
                                ITEM 8 INFORMATION

Each of GS Capital Partners VI Parallel, L.P., GS Capital Partners VI 
Offshore Fund, L.P., GS Capital Partners VI Fund, L.P. and GS Capital 
Partners VI GmbH & CO. KG (collectively, the "GS Investing Entities") is a 
party to a Second Amended and Restated Voting Agreement by and among 
Benefitfocus, Inc. (the "Company"), the GS Investing Entities, Oak Investment 
Partners XII, Limited Partnership ("Oak"), Mason R. Holland, Jr. and Shawn 
Jenkins (the "Voting Agreement").  

The Voting Agreement provides that, with respect to election for 
directors, each party thereto agrees to vote his, her, or its shares in favor 
of: (i) two individuals nominated by GS Capital Partners VI Parallel, L.P., 
for as long as GS Group and its affiliates hold 10% or more of the fully 
diluted equity interest in the Company, (ii) one individual nominated by Oak 
for as long as Oak and its affiliates hold 5% or more of the fully diluted 
equity interest in the Company, and (iii) for each of Mason R. Holland, Jr. 
and Shawn Jenkins as long as each holds shares equal to or in excess of 50% 
of the number of shares each beneficially held upon entering into the Voting 
Agreement. Additionally, the Voting Agreement provides that each party 
thereto agrees not to vote for the removal of the foregoing directors unless 
such removal is directed or approved by the party that nominated such 
director.  The Voting Agreement also provides that so long as a nominee of GS 
Group or its affiliate serves as one of the Company's directors and to the 
extent permitted by the rules of the NASDAQ Stock Market, that director has a 
right to serve on the Company's nominating and corporate governance and 
compensation committees; this right will terminate when (i) the Company 
ceases to be a "controlled company" under the NASDAQ Stock Market listing 
rules or (ii) an affiliate of GS Group ceases to be, either alone or as part 
of a group, a stockholder of the Company whose beneficial ownership of the 
Company's voting stock results in the Company being a 'controlled company," 
whichever event occurs first. The Voting Agreement will terminate on 
September 23, 2018, and will terminate as to any party at such time as such 
party no longer has a right to nominate a director pursuant to the Voting 
Agreement.  

The aggregate number of shares of the Company's Common Stock 
beneficially owned collectively by the GS Investing Entities, Oak, Mason R. 
Holland, Jr. and Shawn Jenkins, based on available information, is 
19,638,127, which represents approximately 76.3% of the Company's outstanding 
Common Stock (including shares issuable upon exercise of outstanding options 
that are immediately exercisable).      

The share ownership reported for the GS Investing Entities does not include any 
shares of the Company's Common Stock, par value $0.001 per share, beneficially 
owned by the other parties to the Voting Agreement, except to the extent 
disclosed in this Schedule 13G.  Each of the GS Investing Entities disclaims 
beneficial ownership of any shares of the Company's Common Stock, par value 
$0.01 per share, beneficially owned by the other parties to the Voting 
Agreement, except to the extent disclosed in this Schedule 13G.
                                
                               Page 17 of 27  

<PAGE>
                                                                  EXHIBIT (99.4)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the 
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy 
Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or 
one of its affiliates designated in writing by one of the attorneys-in-fact), 
acting individually, its true and lawful attorney, to execute and deliver in 
its name and on its behalf whether the Company is acting individually or as 
representative of others, any and all filings required to be made by the 
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), 
with respect to securities which may be deemed to be beneficially owned by the 
Company under the Act, giving and granting unto each said attorney-in-fact 
power and authority to act in the premises as fully and to all intents and 
purposes as the Company might or could do if personally present by one of its 
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company 
has the unrestricted right to unilaterally revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.


THE GOLDMAN SACHS GROUP, INC.


By: /s/ Gregory K. Palm
____________________________
Name: 	Gregory K. Palm
Title: 	Executive Vice President and
	    General Counsel


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
                 
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  THE GOLDMAN SACHS GROUP, INC. (the "Company") , pursuant
to  that Power of  Attorney  dated November 27, 2012 (the "POA"), does  hereby
designate Priya Iyer,  employee of the Company, as additional attorney-in-fact,
with  the  same authority  to act  as provided to the undersigned and the other
attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


THE GOLDMAN SACHS GROUP, INC.


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 18 of 27  



<PAGE>
                                                                  EXHIBIT (99.5)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") 
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and 
Brian Bae  (and any other employee of The Goldman Sachs Group, Inc. or one of 
its affiliates designated in writing by one of the attorneys-in-fact), acting 
individually, its true and lawful attorney, to execute and deliver in its name 
and on its behalf whether the Company is acting individually or as 
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under 
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company 
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company 
has the unrestricted right to unilaterally revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.


GOLDMAN, SACHS & CO. 


By: /s/ Gregory K. Palm
____________________________
Name: 	Gregory K. Palm
Title: 	Managing Director


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
             
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GOLDMAN, SACHS & CO  (the "Company") , pursuant  to
that Power of  Attorney  dated November 27, 2012 (the "POA"), does  hereby
designate Priya Iyer,  an employee of the Company, as an additional
attorney-in-fact, with  the  same authority  to act  as provided to the
undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GOLDMAN, SACHS & CO


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 19 of 27  



<PAGE>
                                                                EXHIBIT (99.6)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, L.P.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful 
attorney, to execute and deliver in its name and on its behalf whether the 
Company is acting individually or as representative of others, any and all 
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto 
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its General Partner





By: /s/ Christine Vollertsen
____________________________
Name:	Christine Vollertsen
Title: 	Vice President and Secretary


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
                           
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GS CAPITAL PARTNERS VI PARALLEL, L.P. (the "Company") ,
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,
as additional attorneys-in-fact, with  the  same authority  to act  as provided
to the undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GS CAPITAL PARTNERS VI PARALLEL, L.P.


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 20 of 27



<PAGE>
                                                                  EXHIBIT (99.7)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan 
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman 
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to 
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and 
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GS ADVISORS VI, L.L.C.



By: /s/ Christine Vollertsen
____________________________
Name: 	Christine Vollertsen
Title: 	Vice President


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
           
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GS ADVISORS VI, L.L.C.  (the "Company") , pursuant  to
that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby
designate Priya Iyer and Brian Bae,  employees of the Company, as additional
attorneys-in-fact, with  the  same authority  to act  as provided to the
undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GS ADVISORS VI, L.L.C. 


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 21 of 27  



<PAGE>
                                                                EXHIBIT (99.8)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI OFFSHORE FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful 
attorney, to execute and deliver in its name and on its behalf whether the 
Company is acting individually or as representative of others, any and all 
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto 
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner




By: /s/ Christine Vollertsen
____________________________
Name: 	Christine Vollertsen
Title: 	Vice President


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
            
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the "Company")
, pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,
as additional attorneys-in-fact, with  the  same authority  to act  as provided
to the undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 22 of 27



<PAGE>
                                                                EXHIBIT (99.9)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Ronald L. 
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful 
attorney, to execute and deliver in its name and on its behalf whether the 
Company is acting individually or as representative of others, any and all 
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto 
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue 
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GSCP VI OFFSHORE ADVISORS, L.L.C.




By: /s/ Christine Vollertsen
____________________________
Name:	Christine Vollertsen
Title: 	Vice President


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
                            
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GSCP VI OFFSHORE ADVISORS, L.L.C. (the "Company") ,
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,
as additional attorneys-in-fact, with  the  same authority  to act  as provided
to the undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GSCP VI OFFSHORE ADVISORS, L.L.C.


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 23 of 27



<PAGE>
                                                                EXHIBIT (99.10)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI FUND, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GS CAPITAL PARTNERS VI FUND, L.P.
By: GSCP VI ADVISORS, L.L.C., its general partner




By: /s/ Christine Vollertsen
____________________________
Name: 	Christine Vollertsen
Title: 	Vice President


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
        
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GS CAPITAL PARTNERS VI FUND, L.P. (the "Company") ,
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,
as additional attorneys-in-fact, with  the  same authority  to act  as provided
 to the undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GS CAPITAL PARTNERS VI FUND, L.P.


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 24 of 27



<PAGE>
                                                                EXHIBIT (99.11)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan 
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman 
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to 
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and 
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GSCP VI ADVISORS, L.L.C.



By: /s/ Christine Vollertsen
____________________________
Name: 	Christine Vollertsen
Title: 	Vice President


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
              
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GSCP VI ADVISORS, L.L.C. (the "Company") , pursuant  to
that Power of  Attorney  dated September 24, 2010 (the "POA"), does  hereby
designate Priya Iyer and Brian Bae,  employees of the Company, as additional
attorneys-in-fact, with  the  same authority  to act  as provided to the
undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GSCP VI ADVISORS, L.L.C.


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 25 of 27



<PAGE>
                                                                EXHIBIT (99.12)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful 
attorney, to execute and deliver in its name and on its behalf whether the 
Company is acting individually or as representative of others, any and all 
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto 
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS ADVISORS VI, L.L.C., and its General Partner





By: /s/ Christine Vollertsen
____________________________
Name:	Christine Vollertsen
Title: 	Vice President and Secretary


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GS CAPITAL PARTNERS VI GMBH & CO. KG (the "Company") ,
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,
as additional attorneys-in-fact, with  the  same authority  to act  as provided
 to the undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GS CAPITAL PARTNERS VI GMBH & CO. KG


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 26 of 27



<PAGE>
                                                                 EXHIBIT (99.13)
                            
                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either 
revoked in writing by the undersigned or until such time as the person or 
persons to whom power of attorney has been hereby granted cease(s) to be an 
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.



GOLDMAN, SACHS MANAGEMENT GP GMBH


By: /s/ John E. Bowman 
____________________________
Name: 	John E. Bowman
Title:  Managing Director


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") ,
pursuant  to  that Power of  Attorney  dated September 24, 2010 (the "POA"),
does  hereby  designate Priya Iyer and Brian Bae,  employees of the Company,
as additional attorneys-in-fact, with  the  same authority  to act  as
provided to the undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
December 1, 2013.


GOLDMAN, SACHS MANAGEMENT GP GMBH


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 27 of 27