EX-4.84






Exhibit 4.84




[FORM OF FLOATING RATE MEDIUM-TERM NOTE, SERIES D]




(Face of Security)




          [IF A GLOBAL SECURITY, INSERT — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 2008 INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE 2008
INDENTURE.]




          [IF DTC IS THE DEPOSITARY, INSERT — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE GOLDMAN
SACHS GROUP, INC., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]




          [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]




          [INSERT ANY LEGEND REQUIRED BY THE EMPLOYEE RETIREMENT INCOME SECURITY ACT AND THE REGULATIONS
THEREUNDER.]




(Face of Security continued on next page)




 









 








Title of Series: __________

Title of Securities: __________

CUSIP No. __________




THE GOLDMAN SACHS GROUP, INC.




MEDIUM-TERM NOTES, SERIES D

(Floating Rate)




          The following terms apply to this Security, as and to the extent shown below:




PRINCIPAL AMOUNT:



SPECIFIED CURRENCY: U.S. dollars for all payments unless otherwise specified below:




     payments of principal and any premium:



     payments of interest:



     Exchange Rate Agent:




ORIGINAL ISSUE DATE*:




TRADE DATE:




STATED MATURITY DATE:




ORIGINAL ISSUE DISCOUNT SECURITY:




     Total Amount of OID:



     Yield to Maturity:



     Initial Accrual Period OID:



BASE RATE:




     Commercial Paper Rate:



     Prime Rate:



     LIBOR:




	 	•	 	Reuters Screen LIBOR Page:
	 
	 	•	 	Index Currency:





     EURIBOR:



     Treasury Rate:



     CMT Rate:



     CD Rate:



     Federal Funds Rate:



     USD—Federal Funds—Open Rate:



     Eleventh District Cost of Funds Rate:



INDEX MATURITY:




SPREAD:




SPREAD MULTIPLIER:






 




			
	*	 	This date shall be the issue date of this Security, unless there is a Predecessor Security,
in which case this date shall be the issue date of the first Predecessor security.





(Face of Security continued on next page)




-2-









 








INITIAL BASE RATE:




MAXIMUM RATE:




MINIMUM RATE:



INTEREST DETERMINATION DATE(S): as provided in Sections 3(b) through 3(k), as applicable, on the
reverse of this Security (unless otherwise specified)



INTEREST PAYMENT DATE(S):



INTEREST RESET PERIOD:



INTEREST RESET DATE(S): as provided in Section 3(a) on the reverse of this Security (unless
otherwise specified)



INTEREST CALCULATION DATE(S): as provided in Section 3(n) on the reverse of this Security (unless
otherwise specified)



REDEMPTION COMMENCEMENT DATE:



REPAYMENT DATE(S):



REDEMPTION OR REPAYMENT PRICE(S):



CALCULATION AGENT: 




DEFEASANCE:




     Full Defeasance:


     Covenant Defeasance:


OTHER TERMS:




(Face of Security continued on next page)




-3-









 








          Terms left blank or marked “N/A”, “No”, “None” or in a similar manner do not apply to this
Security except as otherwise may be specified.




          Whenever used in this Security, the terms specified above that apply to this Security have the
meanings specified above, unless the context requires otherwise. Other terms used in this Security
that are not defined herein but that are defined in the 2008 Indenture referred to in Section 1 on
the reverse of this Security are used herein as defined therein.




          The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the “Company”, which term includes any successor
Person under the 2008 Indenture), for value received, hereby promises to pay to _________, or
registered assigns, as principal the Principal Amount on the Stated Maturity Date and to pay
interest thereon, from the Original Issue Date or from the most recent Interest Payment Date to
which interest has been paid or made available for payment, on the Interest Payment Date(s) in each
year, commencing on the first such date that is at least 15 calendar days after the Original Issue
Date, and at the Maturity of the principal hereof, at a rate per annum determined in accordance
with the applicable provisions of Section 3 on the reverse hereof, until the principal hereof is
paid or made available for payment. Any premium and any such installment of interest that is
overdue at any time shall also bear interest (to the extent that the payment of such interest shall
be legally enforceable), at the rate per annum at which the principal then bears interest, from the
date any such overdue amount first becomes due until it is paid or made available for payment.
Notwithstanding the foregoing, interest on any principal, premium or installment of interest that
is overdue shall be payable on demand.




          The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided in the 2008 Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
15th calendar day (whether or not a Business Day, as such term is defined in Section
3(o) on the reverse hereof) next preceding such Interest Payment Date (a “Regular Record
Date”); provided, however, if this Security is a Global Security, a Regular
Record Date will instead occur on the fifth Business Day next preceding such Interest Payment Date.
Any interest so payable, but not punctually paid or made available for payment, on any Interest
Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and such
Defaulted Interest may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the
Holder of this Security not less than 10 days prior to such Special Record Date, or be paid in any
other lawful manner not inconsistent with the requirements of any securities exchange on which this
Security may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in the 2008 Indenture.




(Face of Security continued on next page)




-4-









 








     Currency of Payment



          Payment of principal of (and premium, if any) and interest on this Security will be made in
the Specified Currency for such payment, except as provided in this and the next three paragraphs.
The Specified Currency for any payment shall be the currency specified as such on the face of this
Security unless, at the time of such payment, such currency is not legal tender for the payment of
public and private debts in the country issuing such currency on the Original Issue Date, in which
case the Specified Currency for such payment shall be such coin or currency as at the time of such
payment is legal tender for the payment of public and private debts in such country, except as
provided in the next sentence. If the euro is specified on the face of this Security as the
Specified Currency for any payment, the Specified Currency for such payment shall be such coin or
currency as at the time of payment is legal tender for the payment of public and private debts in
all EMU Countries (as defined in Section 3(o) on the reverse hereof), provided that, if on
any day there are not at least two EMU Countries, or if on any day there are at least two EMU
Countries but no coin or currency is legal tender for the payment of public and private debts in
all EMU Countries, then the Specified Currency for such payment shall be deemed not to be available
to the Company on such day.




          Except as provided in the next paragraph, any payment to be made on this Security in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the Person entitled to
receive such payment transmits a written request for such payment to be made in U.S. dollars to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, on or before the
fifth Business Day before the payment is to be made. Such written request may be mailed, hand
delivered, telecopied or delivered in any other manner approved by the Trustee. Any such request
made with respect to any payment on this Security payable to a particular Holder will remain in
effect for all later payments on this Security payable to such Holder, unless such request is
revoked on or before the fifth Business Day before a payment is to be made, in which case such
revocation shall be effective for such and all later payments. In the case of any payment of
interest payable on an Interest Payment Date, such written request must be made by the Person who
is the registered Holder of this Security on the relevant Regular Record Date.




          The U.S. dollar amount of any payment made pursuant to the immediately preceding paragraph
will be determined by the Exchange Rate Agent based upon the highest bid quotation received by the
Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business Day next preceding
the applicable payment date, from three (or, if three are not available, then two) recognized
foreign exchange dealers selected by the Exchange Rate Agent in The City of New York, in each case
for the purchase by the quoting dealer, for U.S. dollars and for settlement on such payment date of
an amount of such Specified Currency for such payment equal to the aggregate amount of such
Specified Currency payable on such payment date to all Holders of Securities of this or any other
series who elect to receive U.S. dollar payments on such payment date,




(Face of Security continued on next page)




-5-









 







and at which the applicable dealer commits to execute a contract. If the Exchange Rate Agent
determines that two such bid quotations are not available on such second Business Day, such payment
will be made in the Specified Currency for such payment. All currency exchange costs associated
with any payment in U.S. dollars on this Security will be borne by the Holder entitled to receive
such payment, by deduction from such payment.




          Notwithstanding the foregoing, if any amount payable on this Security is payable on any day
(including at Maturity) in a Specified Currency other than U.S. dollars, and if such Specified
Currency is not available to the Company on the two Business Days before such day, due to the
imposition of exchange controls, disruption in a currency market or any other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its obligation to pay such
amount in such Specified Currency by making such payment in U.S. dollars. The amount of such
payment in U.S. dollars shall be determined by the Exchange Rate Agent on the basis of the noon
buying rate for cable transfers in The City of New York, for such Specified Currency (the
“Exchange Rate”) as of the latest day before the day on which such payment is to be made.
Any payment made under such circumstances in U.S. dollars where the required payment is in other
than U.S. dollars will not constitute an Event of Default under the 2008 Indenture or this
Security.




     Manner of Payment — U.S. Dollars



          Except as provided in the next paragraph, payment of any amount payable on this Security in
U.S. dollars will be made at the office or agency of the Company maintained for that purpose in The
City of New York (or at any other office or agency maintained by the Company for that purpose),
against surrender of this Security in the case of any payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest Payment Date);
provided, however, that, at the option of the Company and subject to the next
paragraph, payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.




          Payment of any amount payable on this Security in U.S. dollars will be made by wire transfer
of immediately available funds to an account maintained by the payee with a bank located in the
Borough of Manhattan, The City of New York, if (i) the principal of this Security is at least
$1,000,000 (or the equivalent in other currency) and (ii) the Holder entitled to receive such
payment transmits a written request for such payment to be made in such manner to the Trustee at
its Corporate Trust Office, Attention: Corporate Trust Administration, on or before the fifth
Business Day before the day on which such payment is to be made; provided that, in the case
of any such payment due at the Maturity of the principal hereof (other than any payment of interest
that first becomes due on an Interest Payment Date), this Security must be surrendered at the
office or agency of the Company maintained for that purpose in The City of New




(Face of Security continued on next page)




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York (or at any other office or agency maintained by the Company for that purpose) in time for
the Paying Agent to make such payment in such funds in accordance with its normal procedures. Any
such request made with respect to any payment on this Security payable to a particular Holder will
remain in effect for all later payments on this Security payable to such Holder, unless such
request is revoked on or before the fifth Business Day before a payment is to be made, in which
case such revocation shall be effective for such payment and all later payments. In the case of
any payment of interest payable on an Interest Payment Date, such written request must be made by
the Person who is the registered Holder of this Security on the relevant Regular Record Date. The
Company will pay any administrative costs imposed by banks in connection with making payments by
wire transfer with respect to this Security, but any tax, assessment or other governmental charge
imposed upon any payment will be borne by the Holder of this Security and may be deducted from the
payment by the Company or the Paying Agent.




     Manner of Payment — Other Specified Currencies



          Payment of any amount payable on this Security in a Specified Currency other than U.S. dollars
will be made by wire transfer of immediately available funds to such account as is maintained in
such Specified Currency at a bank or other financial institution acceptable to the Company and the
Trustee and as shall have been designated at least five Business Days prior to the applicable
payment date by the Person entitled to receive such payment; provided that, in the case of
any such payment due at the Maturity of the principal hereof (other than any payment of interest
that first becomes due on an Interest Payment Date), this Security must be surrendered at the
office or agency of the Company maintained for that purpose in The City of New York (or at any
other office or agency maintained by the Company for that purpose) in time for the Paying Agent to
make such payment in such funds in accordance with its normal procedures. Such account designation
shall be made by transmitting the appropriate information to the Trustee at its Corporate Trust
Office in the Borough of Manhattan, The City of New York, by mail, hand delivery, telecopier or in
any other manner approved by the Trustee. Unless revoked, any such account designation made with
respect to this Security by the Holder hereof will remain in effect with respect to any further
payments with respect to this Security payable to such Holder. If a payment in a Specified
Currency other than U.S. dollars with respect to this Security cannot be made by wire transfer
because the required account designation has not been received by the Trustee on or before the
requisite date or for any other reason, the Company will cause a notice to be given to the Holder
of this Security at its registered address requesting an account designation pursuant to which such
wire transfer can be made and such payment will be made within five Business Days after the
Trustee’s receipt of such a designation meeting the requirements specified above, with the same
force and effect as if made on the due date. The Company will pay any administrative costs imposed
by banks in connection with making payments by wire transfer with respect to this Security, but any
tax, assessment or other governmental charge imposed upon any payment will be borne by the Holder
of




(Face of Security continued on next page)




-7-









 







this Security and may be deducted from the payment by the Company or the Paying Agent.




     Manner of Payment — Global Securities



          Notwithstanding any provision of this Security or the 2008 Indenture, if this Security is a
Global Security, the Company may make any and all payments of principal, premium and interest on
this Security pursuant to the Applicable Procedures of the Depositary for this Security as
permitted in the 2008 Indenture.




     Payments Due on a Business Day



          Unless otherwise specified on the face of this Security, the following sentence shall apply to
this Security. Notwithstanding any provision of this Security or the 2008 Indenture, if any amount
of principal, premium or interest would otherwise be due on this Security on a day (the
“Specified Day”) that is not a Business Day, such amount may be paid or made available for
payment on the next succeeding Business Day (unless the Base Rate is LIBOR or EURIBOR and such next
succeeding Business Day falls in the next calendar month, in which case such amount may be paid or
made available for payment on the next preceding Business Day) with the same force and effect as if
such amount were paid on the Specified Day. The provisions of this paragraph shall apply to this
Security in lieu of the provisions of Section 1.13 of the 2008 Indenture.




          Unless otherwise specified on the face of this Security, the following sentence shall apply to
each Interest Payment Date other than one that falls on the date of Maturity of the principal
hereof. If any such Interest Payment Date would otherwise be a day that is not a Business Day,
such Interest Payment Date shall be deferred to the next succeeding Business Day, provided
that, if the Base Rate is LIBOR or EURIBOR and the next succeeding Business Day would fall in the
next calendar month, then such Interest Payment Date will be advanced to the next preceding
Business Day.




 






          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the 2008 Indenture or be valid
or obligatory for any purpose.




(Face of Security continued on next page)




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          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.




Dated:




	 	 	 	 	 
	 	THE GOLDMAN SACHS GROUP, INC.

 	 
	 	 	  	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



          This is one of the Securities of the series designated herein and referred to in the 2008
Indenture.



Dated:




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, 

as Trustee

 	 
	 	 	  	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



(Reverse of Security)




          1. Securities and Indenture




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”) issued and to be issued in one or more series under a Senior Debt
Indenture, dated as of July 16, 2008 (herein called the “2008 Indenture”, which term shall
have the meaning assigned to it in such instrument), between the Company and The Bank of New York
Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the 2008 Indenture), and reference is hereby made to the 2008 Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.




          2. Series and Denominations




          This Security is one of the series designated on the face hereof, limited to an aggregate
principal amount as shall be determined and may be increased from
time to time by the Company (or the equivalent thereof in any other
currency or currencies or currency units).
References herein to “this series” mean the series of Securities designated on the face hereof.




          The Securities of this series are issuable only in registered form without coupons in
“Authorized Denominations”, which term shall have the following meaning. For each Security
of this series having a principal amount payable in U.S. dollars, the Authorized Denominations
shall be $1,000 and multiples thereof. For each Security of this series having a principal amount
payable in a Specified Currency other than U.S. dollars, the Authorized Denominations shall be the
amount of such Specified Currency equivalent, at the Exchange Rate on the first Business Day next
preceding the date on which the Company accepts the offer to purchase such Security, to $1,000 or
any integral multiples of $1,000 in excess thereof.




          3. Interest Rate




          (a) Interest Rate Reset. The interest rate on this Security will be reset from time
to time, as provided in this Section 3, and each date upon which such rate is reset as so provided
is hereinafter called an “Interest Reset Date”. Unless otherwise specified on the face
hereof, the Interest Reset Dates with respect to this Security will be as follows:






     (i) if the Interest Reset Period is daily, each Business Day;




     (ii) if the Interest Reset Period is weekly and the Base Rate is not the Treasury
Rate, the Wednesday of each week;



(Reverse of Security continued on next page)




10









 









     (iii) if the Interest Reset Period is weekly and the Base Rate is the Treasury Rate,
except as otherwise provided in the definition of “Treasury Interest Determination Date” in
Section 3(o) below, the Tuesday of each week;




     (iv) if the Interest Reset Period is monthly, the third Wednesday of each month;




     (v) if the Interest Reset Period is quarterly, the third Wednesday of each March,
June, September and December;




     (vi) if the Interest Reset Period is semi-annual, the third Wednesday of each of two
months in each year specified under “Interest Reset Period” on the face hereof; and




     (vii) if the Interest Reset Period is annual, the third Wednesday of the month in each
year specified under “Interest Reset Period” on the face hereof;


provided, however, that (x) the Base Rate in effect from the Original Issue Date to
but excluding the first Interest Reset Date will be the Initial Base Rate and (y) if the Interest
Reset Period is daily or weekly, the Base Rate in effect for each day following the second Business
Day immediately prior to an Interest Payment Date to but excluding such Interest Payment Date, and
for each day following the second Business Day immediately prior to the day of Maturity of the
principal hereof to but excluding such day of Maturity, will be the Base Rate in effect on such
applicable second Business Day; and provided, further, that, if any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be the
next succeeding day that is a Business Day, except that, unless otherwise specified on the face
hereof, if the Base Rate is LIBOR or EURIBOR and such next succeeding Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.




          Subject to applicable provisions of law and except as otherwise specified herein, on each
Interest Reset Date the interest rate on this Security shall be the rate determined in accordance
with such of the following Sections 3(b) through 3(k) as provide for determination of the Base Rate
for this Security. The Calculation Agent shall determine the interest rate of this Security in
accordance with the applicable Section below.




          Unless the Base Rate is LIBOR or EURIBOR, the Calculation Agent will determine the interest
rate of this Security that takes effect on any Interest Reset Date on a day no later than the
Calculation Date (as defined in Section 3(o) below) corresponding to such Interest Reset Date.
However, the Calculation Agent need not wait until the Calculation Date to determine such interest
rate if the rate information it needs to make such determination in the manner specified in the
applicable provisions of Sections 3(b) through 3(k) hereof is available from the relevant sources
specified in such applicable provisions.




(Reverse of Security continued on next page)




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          Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the
interest rate then in effect on this Security and, if determined, the interest rate that will
become effective on the next Interest Reset Date.




          (b) Determination of Commercial Paper Rate. If the Base Rate is the Commercial Paper
Rate, the Base Rate that takes effect on any Interest Reset Date shall equal the Money Market
Yield (as defined in Section 3(o) below) of the rate, for the second Business Day immediately
preceding such Interest Reset Date (the “Commercial Paper Interest Determination Date”),
for commercial paper having the Index Maturity, as published in H.15(519) (as defined in Section
3(o) below) under the heading “Commercial Paper — Nonfinancial”. If the Commercial Paper Rate
cannot be determined as described above, the following procedures will apply in determining the
Commercial Paper Rate:





     (i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York
City time, on the Calculation Date (as defined in Section 3(o) below) corresponding to such
Commercial Paper Interest Determination Date (unless the calculation is made earlier and
the rate is available from that source at that time), then the Commercial Paper Rate will
be the rate, for such Commercial Paper Interest Determination Date, for commercial paper
having the Index Maturity, as published in H.15 Daily Update (as defined in Section 3(o)
below) or any other recognized electronic source used for displaying that rate, under the
heading “Commercial Paper — Nonfinancial”.




     (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is available
from one of those sources at that time), the Commercial Paper Rate will be the Money Market
Yield of the arithmetic mean of the following offered rates for U.S. dollar commercial
paper that has the Index Maturity and is placed for an industrial issuer whose long-term
bond rating is “AA”, or the equivalent, from a nationally recognized rating agency: the
rates offered as of 11:00 A.M., New York City time, on such Commercial Paper Interest
Determination Date by three leading U.S. dollar commercial paper dealers in New York City
selected by the Calculation Agent.




     (iii) If fewer than three dealers selected by the Calculation Agent are quoting as
described in clause (ii) above, the Commercial Paper Rate shall be the Commercial Paper
Rate in effect on such Commercial Paper Interest Determination Date (or, in the case of the
first Interest Reset Date, the Initial Base Rate).



(Reverse of Security continued on next page)




-12-









 








          The Base Rate determined in accordance with this Section 3(b) will be adjusted by the addition
or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if
any.




          (c) Determination of Prime Rate. If the Base Rate is the Prime Rate, the Base Rate
that takes effect on any Interest Reset Date shall equal the rate, for the second Business Day
immediately preceding such Interest Reset Date (the “Prime Interest Determination Date”),
published in H.15(519) under the heading “Bank Prime Loan”. If the Prime Rate cannot be determined
as described above, the following procedures will apply in determining the Prime Rate:





     (i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York
City time, on the Calculation Date corresponding to such Prime Interest Determination Date
(unless the calculation is made earlier and the rate is available from one of those sources
at that time), then the Prime Rate will be the rate, for such Prime Interest Determination
Date, as published in H.15 Daily Update or another recognized electronic source used for
the purpose of displaying that rate, under the heading “Bank Prime Loan”.




     (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is available
from one of those sources at that time), then the Prime Rate will be the arithmetic mean of
the following rates as they appear on the Reuters Screen USPRIME 1 Page (as defined in
Section 3(o) below): the rate of interest publicly announced by each bank appearing on that
page as that bank’s prime rate or base lending rate, as of 11:00 A.M., New York City time,
on such Prime Interest Determination Date.




     (iii) If fewer than four of the rates referred to in clause (ii) above appear on the
Reuters Screen USPRIME 1 Page, the Prime Rate will be the arithmetic mean of the Prime
Rates or base lending rates, as of the close of business on such Prime Interest
Determination Date, of three major banks in New York City selected by the Calculation
Agent. For this purpose, the Calculation Agent will use rates quoted on the basis of the
actual number of days in the year divided by a 360-day year.




     (iv) If fewer than three banks selected by the Calculation Agent are quoting as
described in clause (iii) above, the Prime Rate shall be the Prime Rate in effect on such
Prime Interest Determination Date (or, in the case of the first Interest Reset Date, the
Initial Base Rate).



(Reverse of Security continued on next page)




-13-









 








          The Base Rate determined in accordance with this Section 3(c) will be adjusted by the addition
or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if
any.




          (d) Determination of LIBOR. If the Base Rate is LIBOR, the Base Rate that takes
effect on any Interest Reset Date shall be LIBOR on the corresponding LIBOR Interest Determination Date (as defined in Section 3(o) below) and shall be determined
in accordance with the following provisions:





     (i) LIBOR will be either of the following rates:




     (A) the offered rate appearing on the Reuters Screen LIBOR01 Page (as defined
in Section 3(o) below); or




     (B) the arithmetic mean of the offered rates appearing on the Reuters Screen
LIBO Page (as defined in Section 3(o) below) unless that page by its terms cites
only one rate, in which case that rate;




in either case, as of 11:00 A.M., London time, on such LIBOR Interest Determination Date
for deposits of the Index Currency having the Index Maturity beginning on such Interest
Reset Date. If Reuters Screen LIBOR01 Page applies and the rate referenced in (A) above
does not appear on that page, or if Reuters Screen LIBO Page applies and fewer than two of
the rates referenced in (B) above appear on that page or no rate appears on any page on
which only one rate normally appears, then LIBOR will be determined on the basis of the
rates, at approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date,
at which deposits of the following kind are offered to prime banks in the London interbank
market by four major banks in that market selected by the Calculation Agent: deposits of
the Index Currency having the Index Maturity beginning on such Interest Reset Date and in a
Representative Amount (as defined in Section 3(o) below). The Calculation Agent will
request the principal London office of each such bank to provide a quotation of its rate.
If at least two quotations are provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean of the quotations.




     (ii) If fewer than two quotations are provided as described in clause (i) above, LIBOR
for such LIBOR Interest Determination Date will be the arithmetic mean of the rates for
loans of the following kind to leading European banks quoted, at approximately 11:00 A.M.
in the principal financial center for the country issuing the Index Currency, on such LIBOR
Interest Determination Date, by three major banks in that financial center selected by the
Calculation Agent: loans of the Index Currency having the Index Maturity beginning on such
Interest Reset Date and in a Representative Amount.



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-14-









 









     (iii) If fewer than three banks selected by the Calculation Agent are quoting as
described in clause (ii) above, LIBOR will be the LIBOR in effect on such LIBOR Interest
Determination Date (or, in the case of the first Interest Reset Date, the Initial Base
Rate).



          The Base Rate determined in accordance with this Section 3(d) will be adjusted by the addition
or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if
any. If the Base Rate is LIBOR and no currency is specified on the face hereof as the Index Currency, the Index Currency shall be U.S. dollars.




          (e) Determination of EURIBOR. If the Base Rate is EURIBOR, the Base Rate that takes
effect on any Interest Reset Date shall equal the interest rate for deposits in euros designated as
“EURIBOR” and sponsored jointly by the European Banking Federation and ACI — the Financial Market
Association (or any company established by the joint sponsors for purposes of compiling and
publishing that rate) on the second Euro Business Day (as defined in Section 3(o) below) before
such Interest Reset Date (a “EURIBOR Interest Determination Date”), and will be determined
in accordance with the following provisions:





     (i) EURIBOR will be the offered rate for deposits in euros having the Index Maturity
beginning on such Interest Reset Date, as that rate appears on Reuters Screen Page (as
defined in Section 3(o) below) EURIBOR01 as of 11:00 A.M., Brussels time, on such EURIBOR
Interest Determination Date.




     (ii) If the rate described in clause (i) above does not appear on Reuters Screen Page
EURIBOR01, EURIBOR will be determined on the basis of the rates, at approximately 11:00
A.M., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the
following kind are offered to prime banks in the Euro-Zone (as defined in Section 3(o)
below) interbank market by the principal Euro-Zone office of each of four major banks in
that market selected by the Calculation Agent: euro deposits having the Index Maturity
beginning on such Interest Reset Date and in a Representative Amount. The Calculation
Agent will request the principal Euro-Zone office of each of these banks to provide a
quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of such quotations.




     (iii) If fewer than two quotations are provided as described in clause (ii) above,
EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of the
rates for loans of the following kind to leading Euro-Zone banks quoted, at approximately
11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major
banks in the Euro-Zone



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-15-









 









selected by the Calculation Agent: loans of euros having the Index
Maturity beginning on such Interest Reset Date and in a Representative Amount.




     (iv) If fewer than three banks selected by the Calculation Agent are quoting as
described in clause (iii) above, EURIBOR shall be the EURIBOR in effect on such EURIBOR
Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial
Base Rate).



          The Base Rate determined in accordance with this Section 3(e) will be adjusted by the addition
or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if
any.




          (f) Determination of Treasury Rate. If the Base Rate is the Treasury Rate, the Base
Rate that takes effect on any Interest Reset Date shall equal the rate for the auction on the
corresponding Treasury Interest Determination Date (as defined in Section 3(o) below) of direct
obligations of the United States (“Treasury Bills”) having the Index Maturity, as that rate
appears on Reuters Screen Page USAUCTION10 or USAUCTION11 under the heading “Investment Rate”. If
the Treasury Rate cannot be determined as described above, the following procedures will apply in
determining the Treasury Rate:





     (i) If the rate described above does not appear on either Reuters Screen Page
USAUCTION10 or USAUCTION11 at 3:00 P.M., New York City time, on the Calculation Date
corresponding to such Treasury Interest Determination Date (unless the calculation is made
earlier and the rate is available from that source at that time), the Treasury Rate will be
the Bond Equivalent Yield (as defined in Section 3(o) below) of the rate, for such Treasury
Interest Determination Date and for Treasury Bills having the Index Maturity, as published
in H.15 Daily Update, or another recognized electronic source used for displaying that
rate, under the heading “U.S. Government Securities/Treasury Bills/Auction High”.




     (ii) If the rate described in clause (i) above does not appear in H.15 Daily Update or
another recognized electronic source at 3:00 P.M., New York City time, on such Calculation
Date (unless the calculation is made earlier and the rate is available from one of those
sources at that time), the Treasury Rate will be the Bond Equivalent Yield of the auction
rate, for such Treasury Interest Determination Date and for Treasury Bills having the Index
Maturity, as announced by the U.S. Department of the Treasury.




     (iii) If the auction rate described in clause (ii) above is not so announced by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is held for the
relevant week, then the Treasury Rate will be the Bond Equivalent Yield of the rate, for
such Treasury Interest Determination Date



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-16-









 









and for Treasury Bills having a remaining
maturity closest to the Index Maturity, as published in H.15(519) under the heading “U.S.
Government Securities/Treasury Bills/Secondary Market”.




     (iv) If the rate described in clause (iii) above does not appear in H.15(519) at 3:00
P.M., New York City time, on such Calculation Date (unless the calculation is made earlier
and the rate is available from one of those sources at that time), then the Treasury Rate
will be the rate, for such Treasury Interest Determination Date and for Treasury Bills
having a remaining maturity closest to the Index Maturity, as published in H.15 Daily Update, or another recognized
electronic source used for displaying that rate, under the heading “U.S. Government
Securities/Treasury Bills /Secondary Market”.




     (v) If the rate described in clause (iv) above does not appear in H.15 Daily Update or
another recognized electronic source at 3:00 P.M., New York City time, on such Calculation
Date (unless the calculation is made earlier and the rate is available from one of those
sources at that time), the Treasury Rate will be the Bond Equivalent Yield of the
arithmetic mean of the following secondary market bid rates for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity: the rates bid as of approximately
3:30 P.M., New York City time, on such Treasury Interest Determination Date, by three
primary U.S. government securities dealers in New York City selected by the Calculation
Agent.




     (vi) If fewer than three dealers selected by the Calculation Agent are quoting as
described in clause (v) above, the Treasury Rate shall be the Treasury Rate in effect on
such Treasury Interest Determination Date (or, in the case of the first Interest Reset
Date, the Initial Base Rate).



          The Base Rate determined in accordance with this Section 3(f) will be adjusted by the addition
or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if
any, specified on the face hereof.




          (g) Determination of CMT Rate. If the Base Rate is the CMT Rate, the Base Rate that
takes effect on any Interest Reset Date shall equal the CMT Rate on the second Business Day
immediately preceding such Interest Reset Date (the “CMT Interest Determination Date”).
“CMT Rate” means the following rate displayed on the Designated CMT Reuters Screen Page (as
defined in Section 3(o) below) under the heading “ . . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.”, under the column for the
Designated CMT Index Maturity (as defined in Section 3(o) below):





     (x) if the Designated CMT Reuters Screen Page is Reuters Screen Page FRBCMT, the rate
for such CMT Interest Determination Date; or



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-17-









 









     (y) if the Designated CMT Reuters Screen Page is Reuters Screen Page FEDCMT, the
weekly or monthly average, as specified on the face hereof, for the week that ends
immediately before the week in which such CMT Interest Determination Date falls, or for the
month that ends immediately before the month in which such CMT Interest Determination Date
falls, as applicable.


If the CMT Rate cannot be determined as described above, the following procedures will apply in
determining the CMT Rate:





     (i) If the applicable rate described above is not displayed on the relevant Designated
CMT Reuters Screen Page at 3:00 P.M., New York City time, on the Calculation Date
corresponding to such CMT Interest Determination Date (unless the calculation is made
earlier and the rate is available from that source at that time), then the CMT Rate will be
the applicable Treasury constant maturity rate described above — i.e., for
the Designated CMT Index Maturity and for either such CMT Interest Determination Date or
the weekly or monthly average, as applicable — as published in H.15(519).




     (ii) If the applicable rate described in clause (i) above does not appear in H.15(519)
at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made
earlier and the rate is available from that source at that time), then the CMT Rate will be
the Treasury constant maturity rate, or other U.S. Treasury rate, for the Designated CMT
Index Maturity and with reference to such CMT Interest Determination Date, that:




     (A) is published by the Board of Governors of the Federal Reserve System, or
the U.S. Department of the Treasury, and




     (B) is determined by the Calculation Agent to be comparable to the applicable
rate formerly displayed on the Designated CMT Reuters Screen Page and published in
H.15(519).




     (iii) If the rate described in clause (ii) above does not appear in H.15(519) at 3:00
P.M., New York City time, on such Calculation Date (unless the calculation is made earlier
and the rate is available from that source at that time), then the CMT Rate will be the
yield to maturity of the arithmetic mean of the following secondary market offered rates
for the most recently issued Treasury Notes (as defined in Section 3(o) below) having an
original maturity of approximately the Designated CMT Index Maturity, having a remaining
term to maturity of not less than the Designated CMT Index Maturity minus one year and in a
Representative Amount: the offered rates, as of approximately 3:30 P.M., New York City
time, on such CMT Interest Determination Date, of three primary U.S. government securities
dealers in New York City selected by the Calculation Agent. In selecting such offered
rates, the Calculation Agent will request



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-18-









 









quotations from five such primary dealers and
will disregard the highest quotation — or, if there is equality, one of the highest — and
the lowest quotation — or, if there is equality, one of the lowest.




     (iv) If the Calculation Agent is unable to obtain three quotations of the kind
described in clause (iii) above, the CMT Rate will be the yield to maturity of the
arithmetic mean of the following secondary market offered rates for Treasury Notes having
an original maturity longer than the Designated CMT Index Maturity, having a remaining term
to maturity closest to the Designated CMT Index Maturity and in a Representative Amount:
the offered rates, as of approximately 3:30 P.M., New York City time, on such CMT Interest Determination Date,
of three primary U.S. government securities dealers in New York City selected by the
Calculation Agent. In selecting such offered rates, the Calculation Agent will request
quotations from five such primary dealers and will disregard the highest quotation — or,
if there is equality, one of the highest — and the lowest quotation — or, if there is
equality, one of the lowest. If two Treasury Notes with an original maturity longer than
the CMT Designated Index Maturity have remaining terms to maturity that are equally close
to the Designated CMT Index Maturity, the Calculation Agent will obtain quotations for the
Treasury Note with the shorter remaining term to maturity.




     (v) If fewer than five but more than two such primary dealers are quoting as described
in clause (iv) above, then the CMT Rate for such CMT Interest Determination Date will be
based on the arithmetic mean of the offered rates so obtained, and neither the highest nor
the lowest of such quotations will be disregarded.




     (vi) If two or fewer primary dealers selected by the Calculation Agent are quoting as
described in clause (v) above, the CMT Rate shall be the CMT Rate in effect on such CMT
Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial
Base Rate).



          The Base Rate determined in accordance with this Section 3(g) will be adjusted by the addition
or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if
any.




          (h) Determination of CD Rate. If the Base Rate is the CD Rate, the Base Rate that
takes effect on any Interest Reset Date shall equal the rate, on the second Business Day
immediately preceding such Interest Reset Date (the “CD Interest Determination Date”), for
negotiable U.S. dollar certificates of deposit having the Index Maturity as published in H.15(519)
under the heading “CDs (Secondary Market)”. If the CD Rate cannot be determined as described
above, the following procedures will apply in determining the CD Rate:




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-19-









 









     (i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York
City time, on the Calculation Date corresponding to such CD Interest Determination Date
(unless the calculation is made earlier and the rate is available from that source at that
time), then the CD Rate shall be the rate described above as published in H.15 Daily
Update, or another recognized electronic source used for displaying that rate, under the
heading “CDs (Secondary Market)”.




     (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then
the CD Rate shall be the arithmetic mean of the following secondary market offered rates
for negotiable U.S. dollar certificates of deposit of major U.S. money center banks having
a remaining maturity closest to the Index Maturity and in a Representative Amount: the
rates offered as of 10:00 A.M., New York City time, on such CD Interest Determination Date,
by three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New
York City, as selected by the Calculation Agent.




     (iii) If fewer than three dealers selected by the Calculation Agent are quoting as
described in clause (ii) above, the CD Rate will be the CD Rate in effect on such CD
Interest Determination Date (or, in the case of the first Base Reset Date, the Initial Base
Rate).



          The Base Rate determined in accordance with this Section 3(h) will be adjusted by the addition
or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread Multiplier, if
any.




          (i) Determination of Federal Funds Rate. If the Base Rate is the Federal Funds Rate,
the Base Rate that takes effect on any Interest Reset Date shall equal the rate, on the second
Business Day immediately preceding such Interest Reset Date (the “Federal Funds Interest
Determination Date”), for Federal Funds as published in H.15(519) under the heading “Federal
Funds (Effective)”, as that rate is displayed on Reuters Screen Page FEDFUNDS1. If the Federal
Funds Rate cannot be determined as described above, the following procedures will apply in
determining the Federal Funds Rate:





     (i) If the rate described above is not displayed on Reuters Screen Page FEDFUNDS1 at
3:00 P.M., New York City time, on the Calculation Date corresponding to such Federal Funds
Interest Determination Date (unless the calculation is made earlier and the rate is
available from that source at that time), then the Federal Funds Rate will be the rate
described above as published in H.15



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-20-









 









Daily Update, or another recognized electronic source
used for displaying that rate, under the heading “Federal Funds (Effective)”.




     (ii) If the rate described in clause (i) above is not displayed on Reuters Screen Page
FEDFUNDS1 and does not appear in H.15(519), H.15 Daily Update or another recognized
electronic source at 3:00 P.M., New York City time, on such Calculation Date (unless the
calculation is made earlier and the rate is available from one of those sources at that
time), the federal funds Rate will be the arithmetic mean of the rates for the last
transaction in overnight, U.S. dollar federal funds arranged, before 9:00 A.M., New York
City time, on such Federal Funds Interest Determination Date, by three leading brokers of
U.S. dollar federal funds transactions in New York City selected by the Calculation Agent.




     (iii) If fewer than three brokers selected by the Calculation Agent are quoting as
described in clause (ii) above, the Federal Funds Rate will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date (or, in the case of the first
Interest Reset Date, the Initial Base Rate).



          The interest rate determined in accordance with this Section 3(i) will be adjusted by the
addition or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread
Multiplier, if any.




          (j) Determination of USD-Federal Funds-Open Rate Notes. If the Base Rate is the
USD-Federal Funds-Open Rate, the Base Rate that takes effect on any Interest Reset Date shall equal
the rate on such Interest Reset Date (the “USD-Federal Funds-Open Interest Determination Date”),
for U.S. dollar federal funds as published under the heading “Federal Funds” and opposite the
caption “Open,” as that rate is displayed on Reuters Telerate Page 5. If the USD-Federal
Funds-Open Rate cannot be determined as described above, the following procedures will apply in
determining the USD-Federal Funds-Open Rate:





     (i) If the rate described above is not displayed on Reuters Telerate Page 5 at 3:00
P.M., New York City time, on the Calculation Date corresponding to such USD-Federal
Funds-Open Interest Determination Date (unless the calculation is made earlier and the rate
is available from that source at that time), then the USD-Federal Funds-Open Rate will be
the rate displayed on the FEDSPREB Index on Bloomberg (which is the Fed Funds Opening Rate
as reported by Prebon Yamane on Bloomberg).




     (ii) If the rate described in clause (i) above is not displayed on Reuters Telerate
Page 5 and does not appear on FEDSPREB Index on Bloomberg at 5:00 P.M., New York City time,
on such Calculation Date (unless the calculation is made earlier and the rate is available
from one of those sources at that time), the USD-Federal Funds-Open Rate will be the
arithmetic mean of the rates for the



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-21-









 









last transaction in overnight, U.S. dollar federal
funds arranged, before 9:00 A.M., New York City time, on such USD-Federal Funds-Open
Interest Determination Date, by three leading brokers of U.S. dollar federal funds
transactions in New York City selected by the Calculation Agent.




     (iii) If fewer than three brokers selected by the Calculation Agent are quoting as
described in clause (ii) above, the Federal Funds Rate will be the Federal Funds Rate in
effect on such USD-Federal Funds-Open Interest Determination Date (or, in the case of the
first Interest Reset Date, the Initial Base Rate).



          The interest rate determined in accordance with this Section 3(j) will be adjusted by the
addition or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread
Multiplier, if any.




          (k) Determination of 11th District Rate. If the Base Rate is the Eleventh District
Cost of Funds Rate (the “11th District Rate”), the Base Rate that takes effect on any
Interest Reset Date shall equal the 11th District Rate on the 11th District Interest Determination
Date (as defined in Section 3(o) below) corresponding to such Interest Reset Date. The 11th
District Rate on any 11th District Interest Determination Date shall be the rate equal to the
monthly weighted average cost of funds for the calendar month immediately before such date, as
displayed on Reuters Screen Page COFI/ARMS under the heading “11th District” as of 11:00 A.M., San
Francisco time, on such date. If the 11th District Rate cannot be determined as described above,
the following procedures will apply in determining the 11th District Rate:





     (i) If the rate described above does not appear on Reuters Screen Page COFI/ARMS on
such 11th District Interest Determination Date, then the 11th District Rate on such date
will be the monthly weighted average cost of funds paid by institutions that are members of
the Eleventh Federal Home Loan Bank District for the calendar month immediately preceding
such date, as most recently announced by the Federal Home Loan Bank of San Francisco as
such monthly weighted average cost of funds.




     (ii) If the Federal Home Loan Bank of San Francisco fails to announce the cost of
funds described in clause (i) above on or before such 11th District Interest Determination
Date, the 11th District Rate that takes effect on such Interest Reset Date will be the 11th
District Rate in effect on such 11th District Interest Determination Date (or, in the case
of the first Interest Reset Date, the Initial Base Rate).



          The interest rate determined in accordance with this Section 3(k) will be adjusted by the
addition or subtraction of the Spread, if any, or by multiplying such Base Rate by the Spread
Multiplier, if any.




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-22-











 





          (l) Minimum and Maximum Limits. Notwithstanding the foregoing, the rate at which
interest accrues on this Security (i) shall not at any time be higher than the Maximum Rate, if
any, or less than the Minimum Rate, if any, specified on the face hereof, in each case on an
accrual basis, and (ii) shall not at any time be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.




          (m) Calculation of Interest. Payments of interest hereon with respect to any Interest
Payment Date or at the Maturity of the principal hereof will include interest accrued to but
excluding such Interest Payment Date or the date of such Maturity, as the case may be. Accrued
interest from the date of issue or from the last date to which interest has been paid or made
available for payment shall be calculated by the Calculation Agent by multiplying the Principal
Amount by an accrued interest factor. Such accrued interest factor shall be computed by adding the
interest factors calculated for each day from and including the Original Issue Date or from and
including the last date to which interest has been paid or made available for payment, to but
excluding the date for which accrued interest is being calculated. The interest factor for each
such day shall be expressed as a decimal and computed by dividing the interest rate (also expressed
as a decimal) in effect on such day by 360, if the Base Rate is the Commercial Paper Rate, Prime
Rate, LIBOR, EURIBOR, CD Rate, Federal Funds Rate, 11th District Rate or USD-Federal Funds-Open
Rate, or by the actual number of days in the year, if the Base Rate is the Treasury Rate or CMT
Rate.




          All percentages resulting from any calculation with respect to this Security will be rounded
upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a
percentage point (e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654)
and 9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655)). All amounts
used in or resulting from any calculation with respect to this Security will be rounded upward or
downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or to the nearest
corresponding hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half
cent or one-half of a corresponding hundredth of a unit or more being rounded upward.




          (n) Calculation Agent and Exchange Rate Agent. The Company has initially appointed the
institutions named on the face of this Security as Calculation Agent and Exchange Rate Agent,
respectively, to act as such agents with respect to this Security, but the Company may, in its sole
discretion, appoint any other institution (including any Affiliate of the Company) to serve as any
such agent from time to time. The Company will give the Trustee prompt written notice of any
change in any such appointment. Insofar as this Security provides for any such agent to obtain
rates, quotes or other data from a bank, dealer or other institution for use in making any
determination hereunder, such agent may do so from any institution or institutions of the kind
contemplated hereby notwithstanding that any one or more of such institutions are any such agent,
Affiliates of any such agent or Affiliates of the Company.




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-23-









 








          All determinations made by the Calculation Agent or the Exchange Rate Agent may be made by
such agent in its sole discretion and, absent manifest error, shall be conclusive for all purposes
and binding on the Holder of this Security and the Company. Neither the Calculation Agent nor the
Exchange Rate Agent shall have any liability therefor.




          (o) Definitions of Calculation Terms. As used in this Security, the following terms
have the meanings set forth below:




          “Bond Equivalent Yield” means a yield expressed as a percentage and calculated in
accordance with the following formula:




	 	 	 	 	 
	Bond Equivalent Yield =

	 	D x N
	 	x 100,
	 

	 	 	 	 
	 

	 	360 - (D x M)	 	 






     where




	 	•	 	“D” equals the annual rate for Treasury Bills quoted on a bank discount basis and
expressed as a decimal;
	 
	 	•	 	“N” equals 365 or 366, as the case may be; and
	 
	 	•	 	“M” equals the actual number of days in the period from and including the relevant
Interest Reset Date to but excluding the next succeeding Interest Reset Date.





          “Business Day” means, for this Security, a day that meets the requirements set forth
in each of clauses (i) through (iv) below, in each case to the extent such requirements apply to
this Security as specified below:





	(i)	 	is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking
institutions in The City of New York generally are authorized or obligated by law, regulation
or executive order to close;
	 
	(ii)	 	if the Base Rate is LIBOR, is also a London Business Day;
	 
	(iii)	 	if the Specified Currency for payment of principal of or interest on this Security is other
than U.S. dollars or euros, is also a day on which banking institutions in the
principal financial center of the country issuing such Specified Currency generally are not
authorized or obligated by law, regulation or executive order to close;
	 
	(iv)	 	if the Base Rate is EURIBOR or if the Specified Currency for payment of principal of or
interest on this Security is euros, or the Base Rate is LIBOR for which the Index Currency is
euros, is also a Euro Business Day; and





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-24-









 









	(v)	 	solely with respect to any payment or other action to be made or taken at any Place of
Payment outside The City of New York, is a Monday, Tuesday, Wednesday, Thursday or Friday that
is not a day on which banking institutions in such Place of Payment generally are authorized
or obligated by law, regulation or executive order to close.




Solely when used in the third paragraph under the heading “Currency of Payment” on the face of this
Security, the meaning of the term “Business Day” shall be determined as if the Base Rate for this
Security is neither LIBOR nor EURIBOR. With respect to any particular location, the close of
business on any day on which business is not being conducted at that location shall be deemed to
mean 5:00 P.M., New York City time, on that day.




          The “Calculation Date” corresponding to any Commercial Paper Interest Determination
Date, Prime Interest Determination Date, LIBOR Interest Determination Date, EURIBOR Interest
Determination Date, Treasury Interest Determination Date, CMT Interest Determination Date, CD
Interest Determination Date, Federal Funds Interest Determination Date, 11th District Interest
Determination Date or USD-Federal Funds-Open Interest Determination Date, as the case may be, means
the earlier of:





     (i) the tenth day after such interest determination date or, if any such day is not a
Business Day, the next succeeding Business Day; and




     (ii) the Business Day immediately preceding the Interest Payment Date or the date of
Maturity of the principal hereof, whichever is the day on which the next payment of
interest will be due.



          The Calculation Date corresponding to any Interest Reset Date means the Calculation Date
corresponding to the relevant interest determination date immediately preceding such Interest Reset
Date.




          “Designated CMT Index Maturity” means, if the Base Rate is the CMT Rate, the Index
Maturity for this Security and will be the original period to maturity of a U.S. Treasury security
— either 1, 2, 3, 5, 7, 10, 20 or 30 years — specified on the face hereof, provided that,
if no such original maturity period is so specified, the Designated CMT Index Maturity will be 2
years.




          “Designated CMT Reuters Screen Page” means, if the Base Rate is the CMT Rate, the
Reuters Screen Page specified on the face hereof that displays Treasury constant maturities as
reported in H.15(519), provided that, if no Reuters Screen Page is so specified, then the
applicable page will be Reuters Screen Page FEDCMT and provided, further, that if
Reuters Screen Page FEDCMT applies but it is not specified on the face hereof whether the weekly or
monthly average applies, the weekly average will apply.




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-25-









 








          The “11th District Interest Determination Date” corresponding to a particular Interest
Reset Date will be the last working day, in the first calendar month immediately preceding such
Interest Reset Date, on which the Federal Home Loan Bank of San Francisco publishes the monthly
average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District
for the second calendar month immediately preceding such Interest Reset Date.




          “EMU Countries” means, at any time, the countries (if any) then participating in the
European Economic and Monetary Union (or any successor union) pursuant to the Treaty on European
Union of February 1992 (or any successor treaty), as it may be amended from time to time.




          “Euro Business Day” means any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business.




          “Euro-Zone” means, at any time, the region comprised of the EMU Countries.




          “H.15(519)” means the weekly statistical release entitled “Federal Reserve Statistical
Release — H.15(519) Selected Interest Rates”, or any successor publication, published by the Board
of Governors of the Federal Reserve System.




          “H.15 Daily Update” means the daily update of H.15(519) available through the
worldwide web site of the Board of Governors of the Federal Reserve System, at
http://www.federalreserve.gov/releases/h15/Update, or any successor site or publication.




          The “LIBOR Interest Determination Date” corresponding to any Interest Reset Date means
the second London Business Day preceding such Interest Reset Date,
unless the Index Currency is pounds sterling, in which case the LIBOR Interest Determination
Date will be the Interest Reset Date.




          “London Business Day” means any day on which dealings in the Index Currency are
transacted in the London interbank market.




          “Money Market Yield” means a yield expressed as a percentage and calculated in
accordance with the following formula:




	 	 	 	 	 
	Money Market Yield =

	 	D x 360
	 	x 100,
	 

	 	 	 	 
	 

	 	360 - (D x M)	 	 






     where




(Reverse of Security continued on next page)




-26-









 









	 	•	 	“D” equals the per annum rate for commercial paper quoted on a bank discount basis
and expressed as a decimal; and
	 
	 	•	 	“M” equals the actual number of days in the period from and including the relevant
Interest Reset Date to but excluding the next succeeding Interest Reset Date.





          “Representative Amount” means an amount that, in the Calculation Agent’s judgment, is
representative of a single transaction in the relevant market at the relevant time.




          “Reuters Screen LIBO Page” means the display on the Reuters Monitor Money Rates
Service, or any successor or replacement service, on the page designated as “LIBO” or any successor
or replacement page or pages on which London interbank rates of major banks for the Index Currency
are displayed.




          “Reuters Screen LIBOR01 Page” means the display on the Reuters Monitor Money Rates
Service, or any successor or replacement service, on the page designated as “LIBOR01” or any
successor or replacement page or pages on which London interbank rates of major banks for the Index
Currency are displayed.




          “Reuters Screen Page” means the display on the Reuters Monitor Money Rates Service, or
any successor or replacement service, on the page or pages specified on the face herof, or any
successor or replacement page or pages on that service.




          “Reuters Screen USPRIME1 Page” means the display on the “USPRIME1” page on the Reuters
Monitor Money Rates Service, or any successor or replacement service, or any successor or
replacement page or pages on that service, for the purpose of displaying prime rates or base
lending rates of major U.S. banks.




          “Reuters Telerate Page” means the display on Reuters Telerate, or any successor or
replacement service, on the page or pages, or any successor replacement page or pages on that
service.




          The “Treasury Interest Determination Date” corresponding to any Interest Reset Date
means the day of the week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned. If, as the result of a legal holiday, an auction is so held on the Friday
in the week immediately preceding the week in which such Interest Reset Day falls, such Friday will
be the corresponding Treasury Interest Determination Date. If an auction date shall fall on a day
that would otherwise be an Interest Reset Date, then such Interest Reset Date shall instead be the
first Business Day immediately following such auction date.




          “Treasury Notes” means direct, noncallable, fixed rate obligations of the U.S.
government.




(Reverse of Security continued on next page)




-27-









 








          References in this Security to U.S. dollars shall mean, as of any time, the coin or currency
that is then legal tender for the payment of public and private debts in the United States of
America.




          References in this Security to the euro shall mean, as of any time, the coin or currency (if
any) that is then legal tender for the payment of public and private debts in all EMU Countries.




          References in this Security to a particular currency other than U.S. dollars and euros shall
mean, as of any time, the coin or currency that is then legal tender for the payment of public and
private debts in the country issuing such currency on the Original Issue Date.




          References in this Security to a particular heading or headings on any of Designated CMT
Reuters Screen Page, H.15(519), H.15 Daily Update, Reuters Screen LIBO Page, Reuters Screen LIBOR01
Page, Reuters Screen Page, Reuters Screen USPRIME1 Page or Reuters Telerate Page 5 include any
successor or replacement heading or headings as determined by the Calculation Agent.




          4. Redemption at the Company’s Option




          Unless a Redemption Commencement Date is specified on the face hereof, this Security shall not
be redeemable at the option of the Company before the Stated Maturity Date. If a Redemption
Commencement Date is so specified, and unless otherwise specified on the face hereof, this Security
is subject to redemption upon not less than 30 days’ nor more than 60 days’ notice at any time and
from time to time on or after the Redemption Commencement Date, in each case as a whole or in part,
at the election of the Company and at the applicable Redemption Price specified on the face hereof
(expressed as a percentage of the principal amount of this Security to be
redeemed), together with accrued interest to the Redemption Date, but interest installments
due on or prior to such Redemption Date will be payable to the Holder of this Security, or one or
more Predecessor Securities, of record at the close of business on the relevant record date, all as
provided in the 2008 Indenture.




          5. Repayment at the Holder’s Option




          Except as otherwise may be provided on the face hereof, if one or more Repayment Dates are
specified on the face hereof, this Security will be repayable in whole or in part in an amount
equal to any Authorized Denomination (provided that the remaining principal amount of any
Security surrendered for partial repayment shall at least equal an Authorized Denomination), on any
such Repayment Date, in each case at the option of the Holder and at the applicable Repayment Price
specified on the face hereof (expressed as a percentage of the principal amount to be repaid),
together with accrued interest to the applicable Repayment Date (but interest installments due on
or prior to such Repayment Date will be payable to the Holder of this Security, or one or




(Reverse of Security continued on next page)




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more
Predecessor Securities, of record at the close of business on the relevant Regular Record Date as
provided in the 2008 Indenture). If this Security provides for more than one Repayment Date, and
the Holder exercises its option to elect repayment, the Holder shall be deemed to have elected
repayment on the earliest Repayment Date after all conditions to such exercise have been satisfied,
and references herein to the “applicable Repayment Date” shall mean such earliest Repayment Date.




          In order for the exercise of such option to be effective and this Security to be repaid, the
Company must receive at the applicable address of the Trustee set forth below (or at such other
place or places of which the Company shall from time to time notify the Holder of this Security),
on any Business Day not later than the 15th, and not earlier than the 25th, calendar day prior to
the applicable Repayment Date (or, if either such calendar day is not a Business Day, the next
succeeding Business Day), either (i) this Security, with the form below entitled “Option to Elect
Repayment” duly completed and signed, or (ii) a facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities Dealers, Inc., a commercial
bank or a trust company in the United States of America setting forth (a) the name, address and
telephone number of the Holder of this Security, (b) the principal amount of this Security and the
amount of this Security to be repaid, (c) a statement that the option to elect repayment is being
exercised thereby and (d) a guarantee stating that the Company will receive this Security, with the
form below entitled “Option to Elect Repayment” duly completed and signed, not later than five
Business Days after the date of such facsimile transmission or letter (provided that this
Security and form duly completed and signed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to which such deliveries are to be made
is The Bank of New York Mellon, Attention: Corporate Trust Administration, 101 Barclay Street, 4E,
New York, New York 10286 (or at such other places as the Company or the Trustee shall notify the
Holder of this Security). All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Security for repayment will be
determined by the Company, whose determination will be final and binding. Notwithstanding the
foregoing, (x) if this Security is a Global Security, the option of the Holder to elect repayment
may be exercised in accordance with the Applicable Procedures of the Depositary for this Security
at least 15 calendar days prior to the applicable Repayment Date and (y) whether or not this
Security is a Global Security, the option of the Holder to elect repayment may be exercised in any
such manner as the Company may approve.




          6. Transfer and Exchange




          As provided in the 2008 Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of




(Reverse of Security continued on next page)





-29-









 







transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.




          As provided in the 2008 Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor, of a different Authorized Denomination, as requested by the Holder
surrendering the same.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          If this Security is a Global Security, this Security shall be subject to the provisions of the
2008 Indenture relating to Global Securities, including the limitations in Section 3.05 thereof on
transfers and exchanges of Global Securities.




          7. Defeasance




          The 2008 Indenture contains provisions for defeasance at any time of the entire indebtedness
of this Security or certain restrictive covenants and Events of Default
with respect to this Security, in each case upon compliance with certain conditions set forth
in the 2008 Indenture. If so specified on the face hereof, either or both of such provisions are
applicable to this Security, as so specified.




          8. Remedies




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the 2008 Indenture.




          As provided in and subject to the provisions of the 2008 Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the 2008 Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time




(Reverse of Security continued on next page)




-30-









 







Outstanding shall have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it,
and the Trustee shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.









          If
so provided pursuant to the terms of any specific Securities, the
above-referenced provisions of the 2008 Indenture regarding the
ability of Holders to waive certain defaults, or to request the
Trustee to institute proceedings (or to give the Trustee other
directions) in respect thereof, may be applied differently with
regard to such Securities.













          No reference herein to the 2008 Indenture and no provision of this Security or of the 2008
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.




          9. Modification and Waiver




The 2008 Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities to be affected under the 2008 Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of all Securities at the time
Outstanding to be affected, considered together as one class for this purpose (such Securities to
be affected may be Securities of the same or different series and, with respect to any series, may
comprise fewer than all the Securities of such series). The 2008 Indenture also contains
provisions (i) permitting the Holders of a majority in principal amount of the Securities at the
time Outstanding to be affected under the 2008 Indenture, considered together as one class for this
purpose (such affected Securities may be Securities of the same or different series and, with
respect to any particular series, may comprise fewer than all the Securities of such series), on
behalf of the Holders of all Securities so affected, to waive compliance by the Company with
certain provisions of the 2008 Indenture and (ii) permitting the Holders of a majority in principal
amount of the Securities at the time Outstanding of any series to be affected under the 2008
Indenture (with each such series considered separately for this purpose), on behalf of the Holders
of all Securities of such series, to waive certain past defaults under the 2008 Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.




          10. Governing Law




          This Security and the 2008 Indenture shall be governed by and construed in accordance with the laws
of the State of New York.





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CUSIP NO.                     




ORIGINAL ISSUE DATE:                     




THE GOLDMAN SACHS GROUP, INC.

MEDIUM-TERM NOTE, SERIES D




OPTION TO ELECT REPAYMENT




TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE

AT THE OPTION OF THE HOLDER AND THE HOLDER

ELECTS TO EXERCISE SUCH RIGHT




          The undersigned hereby irrevocably requests and instructs the Company to repay the Security
referred to in this notice (or the portion thereof specified below) at the applicable Repayment
Price, together with interest to the Repayment Date, all as provided for in such Security, to the
undersigned, whose name, address and telephone number are as follows:




           




(please print name of the undersigned)




           




(please print address of the undersigned)




           




(please print telephone number of the undersigned)




          If such Security provides for more than one Repayment Date, the undersigned requests repayment
on the earliest Repayment Date after the requirements for exercising this option have been
satisfied, and references in this notice to the Repayment Date mean such earliest Repayment Date.
Terms used in this notice that are defined in such Security are used herein as defined therein.




          For such Security to be repaid the Company must receive at the applicable address of the
Trustee set forth below or at such other place or places of which the Company shall from time to
time notify the Holder of such Security, any Business Day not later than the 15th or earlier than
the 25th calendar day prior to the Repayment Date (or, if either such calendar day is not a
Business Day, the next succeeding Business Day), (i) such Security, with this “Option to Elect
Repayment” form duly completed and signed, or (ii) a facsimile transmission or letter from a member
of a national securities exchange or the National Association of Securities Dealers, Inc., a
commercial bank or a trust company in the United States of America setting forth (a) the name,
address and telephone number of the Holder of such Security, (b) the principal amount of such
Security and the amount of such Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby and (d) a guarantee stating that such Security to be repaid
with the form entitled “Option to Elect Repayment” on the addendum to the



-32-









 






Security duly completed and signed will be received by the Company not later than five
Business Days after the date of such facsimile transmission or letter (provided that such
Security and form duly completed and signed are received by the Company by such fifth Business
Day). The address to which such deliveries are to be made is:



The Bank of New York Mellon

Attention: Corporate Trust Administration

101 Barclay Street, 4E

New York, New York 10286



or at such other place as the Company or the Trustee shall notify the Holder of such Security.




          If less than the entire principal amount of such Security is to be repaid, specify the portion
thereof (which shall equal any Authorized Denomination) that the Holder elects to have repaid:




 





and specify the denomination or denominations (which shall equal any Authorized Denomination) of
the Security or Securities to be issued to the Holder in respect of the portion of such Security
not being repaid (in the absence of any specification, one Security will be issued in respect of
the portion not being repaid):




 







	 	 	 
	Date:  



	 	
 
Notice: The signature to this Option to Elect Repayment must
correspond with the name of the Holder as written on the face of
such Security in every particular without alteration or enlargement
or any other change whatsoever.





-33-









 






ABBREVIATIONS




          The following abbreviations, when used in the inscription on the face of this Security, shall
be construed as though they were written out in full according to applicable laws or regulations.




          TEN COM — as tenants in common




          TEN ENT — as tenants by the entireties




          JT TEN —  as joint tenants with the right of survivorship and
not as tenants in common





          UNIF GIFT MIN ACT — ___________
Custodian ___________





(Cust)                  
         (Minor)




under Uniform Gifts to Minors Act




 

(State)




Additional abbreviations may also be used

though not in the above list.





 















-34-









 








ASSIGNMENT




          
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto 





PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE





                                        

/                                       /




 





 
(Please Print or Typewrite Name and Address

Including Postal Zip Code of Assignee)




 




the attached Security and all rights thereunder, and hereby irrevocably
constitutes and appoints
 




 




to transfer said Security on the books of the Company, with full power of
substitution in the premises.




Dated: ______________




Signature Guaranteed




	 	 	 
	 
NOTICE: Signature must be
guaranteed.

	 	 
NOTICE: The signature to this
assignment must correspond with the name
of the Holder as written upon the face of the
attached Security in every particular, without
alteration or enlargement or any change whatever.








-35-