EX-4.87






Exhibit 4.87




[FORM OF EXCHANGEABLE 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




 






__% Exchangeable Note due _____

(Exchangeable for [Type of Underlying Stock/Share] of [Index Stock Issuer])




 






          The following terms apply to this Security. Capitalized terms that are not defined the first
time they are used in this Security shall have the meanings indicated elsewhere in this Security.




Face Amount: $                    



Principal Amount: on the Stated Maturity Date, the Company will pay the Holder cash equal to 100%
of the Outstanding Face Amount, unless (i) the Holder exercises the Exchange Right, (ii) the
Company exercises the Call Right or (iii) an Automatic Exchange occurs, all as provided on the
face of this Security.



Exchange Right: the Holder may elect to exchange this Security for Stock at the Exchange Rate,
provided that the Company may elect to pay the Holder the cash value of the Stock otherwise
deliverable in any such exchange instead of delivering such Stock, all as provided in section
5 on the face of this Security.



Exchange Rate: ___shares of Stock for each $1,000 of the Outstanding Face Amount exchanged,
subject to adjustment as provided on the face of this Security.



Call Right: the Company may redeem this Security as provided in section 6 on the face of this
Security.



Stock and Stock Issuer: [type of underlying stock/share] of [Index Stock Issuer], subject to
adjustment as provided on the face of this Security.



Automatic Exchange: an Automatic Exchange of this Security may occur on the Stated Maturity Date
or on any Call Date, as provided in section 7 on the face of this Security.



Calculation Agent: 



Defeasance: neither full defeasance nor covenant defeasance applies to this Security.




OTHER TERMS:




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          All terms used in this Security that are not defined in this Security but are defined in the
2008 Indenture referred to on the reverse of this Security shall have the meanings assigned to them
in the 2008 Indenture. References in this Security to numbered sections are to numbered sections
on the face of this Security, unless the context requires otherwise. Section headings on the face
of this Security are for convenience only and shall not affect the construction of this Security.




          “Authorized Denomination” means, with respect to this security, a Face Amount of
$1,000 or a multiple of $1,000 in excess of $1,000.




          “Automatic Exchange” means an exchange of the Outstanding Face Amount of this Security
for cash, Stock or other property, as provided in section 7.




          “Business Day” means any day that is not a Saturday, a Sunday or a day on which [the
New York Stock Exchange] [the Nasdaq National Market] (or, if different, the principal securities
market in which the Stock is then quoted or traded), or on which banking institutions in The City
of New York generally, are authorized or obligated by law, regulation or executive order to close.




          “Call Date” means the day specified by the Company in a Call Notice for redemption of
the Outstanding Face Amount of this Security, unless the Call Date is postponed to a later date as
provided in section 7(c), in which case the Call Date shall be such later date; provided, however,
that a Call Date shall in all cases be after ___. As applied to this Security, the term
“Redemption Date” as used in the 2008 Indenture shall mean the Call Date, if any.




          “Call Notice” means a notice of redemption given by the Company to the Holder of this
Security as provided in section 6.




          “Call Notice Date” means any Business Day on which the Company gives a Call Notice.




          “Closing Price” means, with respect to any security on any day, the closing sale price
or last reported sale price, regular way, for the security on a per-share or other unit basis (i)
on the principal national securities exchange on which such security is listed for trading on such
day, (ii) in the event such security is not listed on any national securities exchange, on the
Nasdaq National Market System on such day or (iii) in the event such security is not quoted in the
Nasdaq National Market System on such day, on such other U.S. national market system that is the
primary market for the trading of such security; provided, however, that, in the event such
security is not listed or quoted as described in clause (i), (ii) or (iii) above, the Closing Price
with respect to such security will be the average, as determined by the Calculation Agent, of the
bid prices for such security obtained from as many dealers in such security selected by the
Calculation Agent (which may include the Calculation Agent or any affiliate of such agent or of the




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Company) as will make such bid prices available to the Calculation Agent (provided that the
number of such dealers need not exceed three). [Modify as appropriate if primary market is outside
United States.]




          “Default Amount” means, on any day, an amount, in U.S. dollars, equal to the cost of
having a Qualified Financial Institution expressly assume, as of such day, the due and punctual
payment of the principal of and interest on this Security, and the performance or observance of
every covenant hereof and of the 2008 Indenture on the part of the Company to be performed or
observed with respect to this Security (or to undertake other obligations providing substantially
equivalent economic value to the Holder of this Security as the Company’s obligations
hereunder). Such cost will equal (i) the lowest amount that a Qualified Financial Institution
(selected as provided below) would charge to effect such assumption (or undertaking) plus (ii) the
reasonable expenses (including reasonable attorneys’ fees) incurred by the Holder of this
Security in preparing any documentation necessary for such assumption (or undertaking). During the
Default Quotation Period, each of the Holder of this Security and the Company may request a
Qualified Financial Institution to provide a quotation of the amount it would charge to effect such
assumption (or undertaking) and notify the other in writing of such quotation. The amount referred
to in clause (i) of this paragraph will equal the lowest (or, if there is only one, the only)
quotation so obtained, and as to which notice is so given, during the Default Quotation Period;
provided that, with respect to any quotation, the party not obtaining such quotation may object,
on reasonable and significant grounds, to the effectuation of such assumption (or undertaking) by
the Qualified Financial Institution providing such quotation and notify the other party in writing
of such grounds within two Business Days after the last day of the Default Quotation Period, in
which case such quotation will be disregarded in determining the Default Amount.




          “Default Quotation Period” will be the period beginning on the day the Default Amount
first becomes due and payable and ending on the third Business Day after such due day, unless no
such quotation is so obtained, or unless every such quotation so obtained is objected to within
five Business Days after such due day as provided above, in which case the Default Quotation Period
will continue until the third Business Day after the first Business Day on which prompt notice is
given of such a quotation as provided above, unless such quotation is objected to as provided above
within five Business Days after such first Business Day, in which case the Default Quotation Period
will continue as provided in this sentence. Notwithstanding the foregoing, if the Default
Quotation Period (and the subsequent two Business Day objection period) has not ended prior to the
Determination Date, then the Default Amount will equal the Principal Amount.




          “Determination Date” means the fifth Business Day prior to
_________; provided, however,
that if a Market Disruption Event occurs or is continuing on that fifth prior Business Day, the
Determination Date will be the next succeeding Business Day on which a Market Disruption Event does
not occur and is not continuing; provided, further,



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that in no event will the Determination Date be later than
______or, if ______is not a
Business Day, later than the first Business Day after ______.




          “Distribution Property” means securities, cash and/or other property distributed in
any Reorganization Event in respect of the relevant Reference Amount and, in the case of a Spin-Off
Event, includes such Reference Amount.




          “Exchange Date” means, with respect to any exchange of this Security pursuant to
section 5, the fifth Business Day after the Exchange Notice Date for such exchange.
Notwithstanding the foregoing, the Exchange Date may be postponed as provided in section 5, in
which case the Exchange Date shall be the date to which it is so postponed.




          “Exchange Notice Date” means, with respect to any exchange of this Security pursuant
to section 5, the first Business Day on which all Exercise Requirements have been satisfied with
respect to such exchange by 11:00 A.M., New York City time, on such day, provided that such first
Business Day must occur no later than the earlier of (i) the Business Day prior to the
Determination date and (ii) any Call Notice Date. If the Exercise Requirements have been satisfied
with respect to an exchange on a Business Day but after 11:00 A.M., New York City time, the next
Business Day will be the Exchange Notice Date for such exchange, subject to the proviso in the
prior sentence. Notwithstanding the foregoing, the Exchange Notice Date may be postponed as
provided in section 5, in which case the Exchange Notice Date shall be the date to which it is so
postponed.




          “Ex-Dividend Date” for any dividend or other distribution in respect of the Stock
shall mean the first day on which the Stock trades without the right to receive such dividend or
other distribution.




          “Exercise Requirements” means, with respect to any exchange of this Security pursuant
to section 5, all the following requirements that apply to such exchange:





     (i) Both the Trustee and the Calculation Agent must receive a properly completed and
signed Notice of Exchange specifying the Outstanding Face Amount of this Security to be
exchanged. In each case, such notice must be delivered by facsimile to the applicable
number and location specified in the Notice of Exchange (or to such other number and
location, or in such other manner, as the Trustee or Calculation Agent, as applicable, may
specify to the Holder).




     (ii) If this Security is not a Global Security, the Trustee must receive the
certificate representing this Security. In each case, such delivery must be made by mail,
by hand or by reputable commercial courier, to the office of the Trustee, and to the
attention of its representative, specified in the Notice of



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Exchange (or to such other location, or in such other manner, as the Trustee may
specify to the Holder).




     (iii) If this Security is not a Global Security and the Exchange Date occurs after a
Regular Record Date and before the related Interest Payment Date, the Trustee must receive
cash in an amount equal to the interest payable on the - portion of this Security to be
exchanged, as provided in clause (iv) of section 5. In each case, such delivery must be
made by check, as provided in clause (ii) above, or by wire transfer to an account
specified by the Trustee (or in such other manner as the Trustee may specify).




     (iv) If this Security is a Global Security, the beneficial interest in the portion of
the Security to be exchanged must be transferred on the books of the Depositary to the
account of the Trustee at the Depositary and the Trustee must receive and accept the
transfer, all in accordance with the applicable procedures of the Depositary. If the
Trustee receives and accepts the transfer by 3:00 P.M., New York City time, on any Business
Day, the requirement in this clause (iv) will be deemed satisfied as of 11:00 A.M. on the
same Business Day.


The Calculation Agent will, in its sole discretion, resolve any questions that may arise as to the
validity of a Notice of Exchange or as to whether and when the Exercise Requirements have been
satisfied in respect of any exchange.




          “Market Disruption Event” means, with respect to the Stock, (i) a suspension, absence
or material limitation of trading of the Stock in the primary market for the Stock for more than
two hours of trading or during the one-half hour period preceding the close of trading in such
market, (ii) a suspension, absence or material limitation of trading in option contracts related to
the Stock, if available, in the primary market for such contracts for more than two hours of
trading or during the one-half hour period preceding the close of trading in such market or (iii)
the Stock does not trade in what was the primary market for the Stock, in each case (i), (ii) and
(iii) as determined by the Calculation Agent; provided, however, that no such event described in
clause (i), (ii) or (iii) will be a Market Disruption Event unless the Calculation Agent also
determines that such event materially interferes with the ability of the Company or any of its
affiliates to unwind all or a material portion of any hedge that any of them effects with respect
to this Security. For purposes of determining whether a Market Disruption Event has occurred, (a) a
limitation on the hours or numbers of days of trading in the relevant market will not constitute a
Market Disruption Event if it results from an announced change in the regular business hours of
such market, (b) a decision to permanently discontinue trading in the relevant option contracts
will not constitute a Market Disruption Event, (c) a suspension or limitation of trading in option
contracts related to the Stock, if available, in the primary market for such contracts, by reason
of (1) a price change exceeding limits set by such market, (2) an imbalance of orders relating to
such contracts or (3) a disparity in bid and ask quotes relating to such contracts, will, in each



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case (1), (2) and (3), constitute a suspension or material limitation of trading in option
contracts related to the Stock and (d) an “absence of trading” in the primary market on which
option contracts related to the Stock are traded will not include any time when such market is
itself closed for trading under ordinary circumstances. References to the Stock in this paragraph
will also be deemed to refer to any Distribution Property consisting of securities.




          “Notice of Exchange” means a properly completed and signed notice substantially in the
form attached to the Company’s prospectus supplement dated                      relating to this Security
(or such other form as is acceptable to the Trustee and the Calculation Agent). Once given, a
Notice of Exchange may not be revoked.




          “Original Issue Date” means                     .




          “Qualified Financial Institution” means, at any time, a financial institution
organized under the laws of any jurisdiction in the United States of America, Europe or Japan that
at such time has outstanding debt obligations with a stated maturity of one year or less from the
date of issue and rated A-1 or higher by Standard & Poor’s Ratings Group (or any successor)
or P-1 or higher by Moody’s Investors Service, Inc. (or any successor) or, in either case,
such other comparable rating, if any, then used by such rating agency.




          “Redemption Price” means the amount payable in respect of this Security on a Call Date
pursuant to section 6. The Redemption Price payable on any Call Date does not include any accrued
interest payable in respect of this Security.




          “Reference Amount” means, initially, the amount of Stock specified above under
“Exchange Rate” and shall be adjusted, as to the amount(s) and/or type(s) of property comprising
the same, by the Calculation Agent as provided in sections 8 through 15.




          “Stated Maturity Date” means                      or, if such day is not a Business Day, the next
succeeding Business Day; provided, however, that if the fifth Business Day preceding                      is not
the Determination Date, the Stated Maturity Date will be the fifth Business Day succeeding the
Determination Date; provided, further, that in no event will the Stated Maturity Date be later than
the fifth Business Day after                      or, if                      is not a Business Day, later than the sixth
Business Day after                     .




          “Trade Date” means                     .




  






          1. Promise to Pay Principal and Interest



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          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 hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., as nominee for The Depository Trust Company, or registered assigns, as principal, the
Outstanding Face Amount on the Stated Maturity Date, subject to the other provisions of this
Security, and to pay interest on the Outstanding Face Amount, from the Original Issue Date or from
the most recent date to which interest has been paid or made available for payment, on                      and                      (each
an “Interest Payment Date”) in each year, commencing on                     , and
at the Maturity of the principal at the rate of ___% per annum, until the principal of this
Security is paid or made available for payment. Any such instalment of interest that is overdue at
any time shall also bear interest, at the rate of ___% per annum (to the extent that payment of
such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment. Notwithstanding the foregoing, (i) if the Stated Maturity Date
does not occur on                     , then the Interest Payment Date that would otherwise occur on                      shall
instead occur on the Stated Maturity Date, (ii) interest on any overdue amount shall be
payable on demand and (iii) the accrual and payment of interest on any portion of the Face Amount
exchanged by the Holder pursuant to section 5 or subject to an Automatic Exchange pursuant to
section 7 shall be subject to the applicable provisions of those sections.




          2. Payment of Interest




          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
Regular Record Date for such Interest Payment Date. If this Security is a Global Security, the
Regular Record Date for an Interest Payment Date shall be the first Business Day before such
Interest Payment Date. If this Security is not a Global Security, the Regular Record date for an
Interest Payment Date shall be the fifteenth calendar day (whether or not a Business Day) next
preceding such Interest Payment 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.



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          3. No Fractional Shares




          No fractional shares will be delivered in exchange for this Security. If more than one
Security of this series and of like tenor are to be exchanged for Stock on the same date and by the
same Holder pursuant to section 5, 7(a) or 7(b), the number of full shares that will be delivered
upon exchange will be calculated on the basis of the aggregate number of such Securities. If this
Security is a Global Security and two or more portions of this Security are to be exchanged for
Stock on the same date pursuant to two or more Notices of Exchange, the number of full shares that
will be delivered upon exchange will be calculated separately with respect to each such Notice of
Exchange, on the basis of the Face Amount to be exchanged pursuant to each such Notice of Exchange.
In lieu of any fractional share otherwise deliverable in exchange for this Security, the Holder
shall be entitled to receive an amount in cash equal to the value of such fractional share based on
the following: (i) for an exchange pursuant to section 5, the Closing Price of the relevant
security on the relevant Exchange Notice Date and (ii) for an exchange pursuant to section 7(a) or
7(b), the Closing Price of the relevant security on the relevant Pricing Date, as determined
pursuant to such section (or such other price as may apply in lieu thereof pursuant to section
7(c)). With respect to any security other than a share of capital stock, a fractional share shall
be deemed to mean any denomination other than an authorized denomination for such security.




          4. Principal Amount




          The principal of this Security that becomes due and payable on the Stated Maturity Date shall
be the Outstanding Face Amount unless an Automatic Exchange is to occur on such date, in which case
such principal shall be the cash, Stock or other property that the Company is obligated to deliver
(or cause to be delivered) in such Automatic Exchange. The principal of this Security that becomes
due and payable on a Call Date shall be the Redemption Price unless an Automatic Exchange is to
occur on such date, in which case such principal shall be the cash, Stock or other property that
the Company is obligated to deliver (or cause to be delivered) in such Automatic Exchange. The
principal of this Security that becomes due and payable on any Exchange Date shall be the cash,
Stock or other property that the Company is obligated to deliver in exchange for this Security (or
any portion hereof being exchanged) on such date. The principal of this Security that becomes due
and payable upon acceleration of the Maturity hereof after an Event of Default has occurred
pursuant to the 2008 Indenture shall be the Default Amount. When the cash, Stock or other
property referred to above in this section 4 has been paid or delivered as provided herein (or such
payment or delivery has been made available), the principal of this Security (or the portion hereof
being exchanged, as the case may be) shall be deemed to have been paid in full, whether or not this
Security shall have been surrendered for payment or cancellation. References to the payment of the
principal of this Security on any day shall be deemed to mean the delivery or payment of cash,
Stock or other property that is payable or deliverable on such day as provided in this



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Security. Notwithstanding the foregoing, solely for the purpose of determining whether any
consent, waiver, notice or other action to be given or taken by Holders of Securities pursuant to
the 2008 Indenture has been given or taken by Holders of Outstanding Securities in the requisite
aggregate principal amount, the principal amount of this Security will be deemed to equal the Face
Amount. This Security shall cease to be Outstanding as provided in the definition of such term in
the 2008 Indenture or when the principal of this Security shall be deemed to have been paid in full
as provided above and all interest payable on this Security has been paid (or such payment of
interest has been made available).




          5. Holder’s Exchange Right




          The Holder may elect to exchange the Outstanding Face Amount of this Security, in whole or in
part at any time and from time to time, for shares of Stock at the Exchange Rate, provided that the
Exercise Requirements with respect to such exchange have been satisfied no later than 11:00 A.M.,
New York City time, on the earlier of (i) the Business Day before the Determination Date and (ii)
any Call Notice Date. If the Holder makes such an election, the Company may choose, at its sole
option, either to deliver such shares of Stock to the Holder (subject to section 3 above) or to pay
cash to the Holder in an amount equal to the value of such shares (including any fractional share),
which value shall equal the number of such shares multiplied by the Closing Price of the Stock on
the applicable Exchange Notice Date. The Company shall make (or cause its agent to make) the
delivery or payment due in any such exchange on the applicable Exchange Date and in the manner
provided in section 17 below. No election to exchange this Security pursuant to this section 5
shall be effective unless the Exercise Requirements are satisfied with respect to such exchange at
or prior to the date and time specified above. The right of the Holder to exchange the Security
pursuant to this section 5 is herein called the “Exchange Right”.




          If the Holder exercises the Exchange Right and if the Company chooses to pay cash instead of
delivering Stock on the applicable Exchange Date, the Company will notify the Holder of its
election no later than the Business Day after the related Exchange Notice Date. If the Holder
exercises the Exchange Right and the Company does not notify the Holder of such election on the
Business Day after the related Exchange Notice Date, the Company will deliver shares of Stock
(subject to section 3) on the Exchange Date, except as provided below in this section 5. The
Company will give any such notice by telephone or telecopier to the number specified in the
applicable Notice of Exchange by the Person who signs such notice.




          If a Market Disruption Event occurs or is continuing on a day that would otherwise be an
Exchange Notice Date, then such Exchange Notice Date will be postponed to the first succeeding
Business Day on which a Market Disruption Event does not occur and is not continuing. In no event,
however, will any Exchange Notice Date be postponed by more than five Business Days. If an
Exchange Notice Date is postponed,



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the related Exchange Date will also be postponed, to the fifth Business Day after the day to
which such Exchange Notice Date is postponed. If an Exchange Notice Date is postponed to the last
possible day, and a Market Disruption Event occurs or is continuing on that day, that day will
nevertheless be such Exchange Notice Date.




          In the event that a Market Disruption Event occurs or is continuing on an Exchange Notice Date
or on any later day through and including the related Exchange Date, the Company may choose to pay
cash instead of delivering Stock on such Exchange Date, even if the Company has not notified the
Holder of its election to pay cash as provided above in this section 5.




          If the Company elects to pay the cash value of the Stock otherwise deliverable on an Exchange
Date but the Closing Price of the Stock that must be used to determine such cash value is not
available on the related Exchange Notice Date, either because of a Market Disruption Event or for
any other reason, the Calculation Agent will nevertheless determine that Closing Price based on its
assessment, made in its sole discretion, of the market value of the Stock on such Exchange Notice
Date. This paragraph shall apply whether the election to pay cash is made pursuant to the prior
paragraph or the second paragraph of this section 5.




          Partial exchanges of this Security will be permitted only if the portion of the Face Amount
exchanged is a multiple of $1,000 and only if the unexchanged portion is an Authorized
Denomination. References herein to any portion of this Security being exchanged shall mean the
entire amount of this Security if the entire amount is being exchanged.




          If the Holder exercises the Exchange Right, the applicable provisions of this paragraph will
apply to the exchanged portion of this Security.





     (i) If the applicable Exchange Date occurs on an Interest Payment Date, interest will
accrue on the exchanged portion to, but excluding, such Interest Payment Date. The
interest that accrues on such exchanged portion to such Interest Payment Date, excluding
any part of such interest that becomes payable prior to such Interest Payment Date, shall
be payable on such Interest Payment Date as provided in section 2 above.




     (ii) If the applicable Exchange Date occurs after an Interest Payment Date but on or
before the next Regular Record Date, interest will accrue on the exchanged portion only to,
and excluding, such prior Interest Payment Date and no interest will accrue or be payable
for the later period that precedes such Exchange Date.




     (iii) If the applicable Exchange Date occurs on or before the first Regular Record
Date, interest will not accrue or be payable on such exchanged portion.



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     (iv) If this Security is not a Global Security and the applicable Exchange Date occurs
after a Regular Record Date but before the related Interest Payment Date, interest will
accrue on the exchanged portion of this Security to, but excluding, such Interest Payment
Date. The interest that accrues on such exchanged portion to such Interest Payment Date,
excluding any part of such interest that becomes payable prior to such Interest Payment
Date, will be payable on such Interest Payment Date as provided in section 2 above;
provided, however, that the Holder exercising the Exchange Right with respect to such
portion will be required to pay to the Trustee (for the benefit of the Company), no later
than 11:00 A.M., New York City time, on the Exchange Notice Date, cash in an amount equal
to the interest that becomes payable on the exchanged portion of this Security on such
Interest Payment Date.


Notwithstanding the foregoing, if the Company defaults on its obligation to make (or cause to be
made) the delivery or payment due in respect of any portion of this Security on an Exchange Date
pursuant to this section 5, interest shall accrue on such portion from the Exchange Date to the day
such delivery or payment is made or made available and shall be payable on demand of the Holder.




          6. Company’s Call Right




          This Security is subject to redemption upon [not less than 5 Business Days’ nor more
than 15 Business Days’] [not less than 15 days’ nor more than 30 days’] prior
notice, at any time after                     , in whole but not in part, at the election of the Company
for cash at [a Redemption Price equal to ___% of the Outstanding Face Amount on the Call Date, plus
accrued interest to the Call Date] [the following Redemption Prices, which are expressed as a
percentage of the Outstanding Face Amount on the Call Date: If redeemed during the 12-month period
beginning on ___ of the years indicated,




	 	 	 	 	 
	Year	 	Redemption Price
	 
	 	 	 %	 




and thereafter at a Redemption Price equal to ___% of the Outstanding Face Amount on the Call Date,
together in the case of any such redemption with accrued interest to the Call Date]. Interest
instalments whose Stated Maturity is on or prior to a Call Date will be payable as provided in
section 2.




          The Company shall not give a Call Notice that results in a Call Date later than the Stated
Maturity Date. A Call Notice, once given, shall be irrevocable.



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          If the Company gives a Call Notice, this Security will be subject to the provisions of section
7(b). If an Automatic Exchange is to occur pursuant to section 7(b), then, notwithstanding the
foregoing, this Security shall not be subject to redemption pursuant to this section 6. If an
Automatic Exchange is not to occur pursuant to section 7(b), then this Security shall be redeemed
on the Call Date as provided in this section 6 and in the 2008 Indenture (as modified by this
section 6).




          7. Automatic Exchange




          (a) On the Stated Maturity Date. If the Holder does not exercise the Exchange Right
for the entire Outstanding Face Amount of this Security by 11:00 A.M., New York City time, on the
Business Day before the Determination Date and the Company does not give a Call Notice, the
provisions of this section 7(a) will apply. On the Determination Date, the Calculation Agent (i)
will determine the number of shares of Stock (including any fractional share) that would be
deliverable in exchange for the Outstanding Face Amount on such date at the Exchange Rate, if such
amount were to be exchanged on such date pursuant to section 5, and (ii) will multiply such number
of shares by the Closing Price of the Stock on the Determination Date, subject to section 7(c)
below. The resulting amount determined pursuant to the prior sentence and section 7(c), as
applicable, is herein called the “Section 7(a) Amount”.




          If the Section 7(a) Amount exceeds the sum of (i) the Outstanding Face Amount on the
Determination Date plus (ii) the amount of the regular interest instalment that would become due on
such Outstanding Face Amount on the Stated Maturity Date if such Outstanding Face Amount were not
exchanged or redeemed, then, without any action being taken by the Holder, this Security will
automatically be exchanged as follows. On the Stated Maturity Date, either the Company will
deliver to the Holder the shares of Stock specified in clause (i) of the prior paragraph or, at the
Company’s option, the Company will pay to the Holder cash in an amount equal to the Section
7(a) Amount. The Company will be entitled to select either of these alternatives at its option and
without notifying the Holder or any other Person of its selection. In determining the amounts
specified in this paragraph and the prior paragraph, the Outstanding Face Amount on the
Determination Date shall be deemed to exclude any portion thereof to be exchanged pursuant to
section 5 on an Exchange Date that occurs on or after the Determination Date. In addition, if the
Outstanding Face Amount on the Stated Maturity Date is lower than the Face Amount deemed to be
Outstanding on the Determination Date, then the number of shares to be delivered or the amount of
cash to be paid on the Stated Maturity Date pursuant to this section 7(a) will be proportionately
reduced.




          If the Section 7(a) Amount does not exceed the sum specified in the prior paragraph, then this
Security shall not be subject to an Automatic Exchange pursuant to this section 7(a) and the
Company will pay the Holder the Outstanding Face Amount on the Stated Maturity Date as provided in
section 1.



 (Face of Security continued on next page)

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          If any portion of this Security is subject to an Automatic Exchange pursuant to this section
7(a), no interest will accrue or be payable on such portion in respect of the period from the
Interest Payment Date prior to the Stated Maturity Date to the Stated Maturity Date. If the
Company defaults on its obligation to make the delivery or payment due in respect of any portion of
the Security in such an Automatic Exchange, interest shall accrue on such portion from the Stated
Maturity Date to the day such delivery or payment is made or made available and shall be payable on
demand of the Holder.




          (b) On a Call Date. If the Company gives a Call Notice, the provisions of this
section 7(b) will apply. On the Section 7(b) Calculation Day (as defined in section 7(c)), the
Calculation Agent (i) will determine the number of shares of Stock (including any fractional share)
that would be deliverable in exchange for the Outstanding Face Amount on such day at the Exchange
Rate, if such amount were to be exchanged on such day pursuant to section 5, and (ii) will multiply
such number of shares by the Closing Price of the Stock on the Call Notice Date, subject to section
7(c) below. The resulting amount determined pursuant to the prior sentence and section 7(c), as
applicable, is herein called the “Section 7(b) Amount”.




          If the Section 7(b) Amount exceeds the sum of (i) the Redemption Price that would be payable
on the Call Date in respect of the Outstanding Face Amount on the Section 7(b) Calculation Day plus
(ii) the amount of interest that will have accrued on such Outstanding Face Amount from and after
the last Interest Payment Date before the Call Date to the Call Date, then, without any action
being taken by the Holder, this Security will automatically be exchanged as follows. On the Call
Date, either the Company will deliver to the Holder the shares of Stock specified in clause (i) of
the prior paragraph or, at the Company’s option, the Company will pay to the Holder cash in
an amount equal to the Section 7(b) Amount. The Company will be entitled to select either of these
alternatives at its option and without notifying the Holder or any other Person of its selection.
In determining the amounts specified in this paragraph and the prior paragraph, the Outstanding
Face Amount on the Section 7(b) Calculation Day will be deemed to exclude any portion thereof to be
exchanged pursuant to section 5 on an Exchange Date that occurs on or after the Section 7(b)
Calculation Day. In addition, if the Outstanding Face Amount on the Call Date is lower than the
Face Amount deemed to be Outstanding on the Section 7(b) Calculation Day, then the number of shares
to be delivered or the amount of cash to be paid on the Call Date pursuant to this section 7(b)
will be proportionately reduced.




          If the Section 7(b) Amount does not exceed the sum specified in the prior paragraph, then this
Security shall not be subject to an Automatic Exchange pursuant to this section 7(b) and the
Company will redeem the Outstanding Face Amount on the Call Date as provided in section 6.



 (Face of Security continued on next page)

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          If any portion of this Security is subject to an Automatic Exchange pursuant to this section
7(b), no interest will accrue or be payable on such portion in respect of the period from the
Interest Payment Date prior to the Call Date to the Call Date. If the Company defaults on its
obligation to make the delivery or payment due in respect of any portion of this Security in such
an Automatic Exchange, interest shall accrue on such portion from the Call Date to the day such
delivery or payment is made or made available and shall be payable on demand of the Holder.




          (c) Deferred Pricing. In determining the Section 7(a) Amount or the Section 7(b)
Amount, the Calculation Agent shall follow the applicable provisions of clauses (i) and (ii) below.
If the Calculation Agent is required pursuant to this section 7 to determine the Closing Price of
the Stock on a particular day in order to determine the Section 7(a) Amount or the Section 7(b)
Amount, then, for the purposes of this section 7(c), such day is called a “Pricing Date”.





     (i) If a Market Disruption Event occurs or is continuing on a day that would otherwise
be a Pricing Date, then the Calculation Agent will use, instead of the Closing Price on
such day, the Closing Price on the first Business Day after such day on which no Market
Disruption Event occurs or is continuing. Such first Business Day, however, shall not be
later than the Determination Date, in the case of an Automatic Exchange on the Stated
Maturity Date, or later than the fifth Business Day after the Call Notice Date, in the case
of an Automatic Exchange on the Call Date. Such first Business Day is herein called a
“Deferred Pricing Date” and such latest Business Day on which a Deferred Pricing
Date may occur is herein called the “Latest Possible Pricing Date”. (The Pricing
Date may occur on a Deferred Pricing Date and a Deferred Pricing Date may occur on the
Latest Possible Pricing Date.)




     (ii) If a Market Disruption Event occurs or is continuing on a day that would
otherwise be a Pricing Date and on each subsequent Business Day through and including the
Latest Possible Pricing Date, the Calculation Agent will nevertheless determine the Closing
Price of the Stock (and the Deferred Pricing Date will occur) on the Latest Possible
Pricing Date. If the Calculation Agent determines that the Closing Price is not available
on the Latest Possible Pricing Date, either because of a Market Disruption Event or for any
other reason, the Calculation Agent will determine the Closing Price based on its
assessment, made in its sole discretion, of the market value of the Stock on the Latest
Possible Pricing Date and will use the Closing Price, as so determined, in determining the
Section 7(a) Amount or the Section 7(b) Amount, as the case may be.


If a Call Notice is given and the Calculation Agent uses the Closing Price (however determined as
aforesaid) on a Deferred Pricing Date as provided in clause (i) or (ii) above, the Call Date shall
be the later of (x) the fifth Business Day after such Deferred Pricing Date and (y) the original
Call Date specified in the Call Notice. If the date


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described in clause (x) is later than the date in clause (y), the Call Date shall automatically be
postponed to such later date, without notice to the Holder or any other Person and whether this
Security is redeemed or an Automatic Exchange occurs on the Call Date. If a Call Notice is given,
the Pricing Date will be the “Section 7(b) Calculation Day”.




          8. Antidilution Adjustment.




          The Calculation Agent shall adjust the Exchange Rate as provided in this Security in respect
of each event for which adjustment is required under sections 9 through 14 (and not in respect of
any other event). (If more than one such event occurs, the Calculation Agent shall adjust the
Exchange Rate as so provided for each such event, sequentially, in the order in which such events
occur, and on a cumulative basis.) With respect to any portion of this Security to be exchanged,
including any portion subject to an Automatic Exchange, the Calculation Agent will make the
required determinations and adjustments no later than the related Exchange Notice Date. Solely for
this purpose, the Exchange Notice Date for an Automatic Exchange will be the Business Day for which
the Closing Price or other market value of the Stock is used to determine the amount of cash
payable in such exchange.




          Notwithstanding any provision of this Security, if an event for which adjustment is required
under sections 9 through 14 occurs, the Calculation Agent may make the adjustment and any related
determinations and calculations in a manner that differs from that specified in this Security as
necessary to achieve an equitable result. Upon written request by the Holder to the Calculation
Agent, the Calculation Agent will provide the Holder with such information about adjustments made
pursuant to this Security as such agent determines is appropriate.




          9. Stock Splits.




          If the Stock is subject to a stock split, then at the opening of business on the first day on
which the Stock trades without the right to receive the stock split, the Calculation Agent will
adjust the Exchange Rate to equal the sum of the Exchange Rate in effect immediately prior to such
adjustment plus the product of (i) the number of new shares issued in the stock split with respect
to one share of the Stock and (ii) the Exchange Rate in effect immediately prior to such
adjustment. The Exchange Rate will not be adjusted, however, unless such first day occurs after
the Trade Date and on or before the relevant Exchange Notice Date.




          10. Reverse Stock Splits.




          If the Stock is subject to a reverse stock split, then once the reverse stock split becomes
effective, the Calculation Agent will adjust the Exchange Rate to equal the product of the Exchange
Rate in effect immediately prior to such adjustment and the



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quotient of (i) the number of shares of outstanding Stock resulting from the reverse stock
split divided by (ii) the number of shares of Stock outstanding immediately before the reverse
stock split becomes effective. The Exchange Rate will not be adjusted, however, unless the reverse
stock split becomes effective after the Trade Date and on or before the relevant Exchange Notice
Date.




          11. Stock Dividends.




          If the Stock is subject to a stock dividend that is given ratably to all holders of the Stock,
then at the opening of business on the Ex-Dividend Date, the Calculation Agent will adjust the
Exchange Rate to equal the Exchange Rate in effect immediately prior to such adjustment plus the
product of (i) the number of shares issued in the Stock dividend with respect to one share of the
Stock and (ii) the Exchange Rate in effect immediately prior to such adjustment. The Exchange Rate
will not be adjusted, however, unless such Ex-Dividend Date occurs after the Trade Date and on or
before the relevant Exchange Notice Date.




          12. Other Dividends and Distributions.




          There will be no adjustments to the Exchange Rate to reflect dividends or other distributions
paid with respect to the Stock other than (i) stock dividends as provided in section 11, (ii)
dividends or other distributions constituting Spin-Off Events as provided in section 14, (iii)
issuances of transferable rights or warrants as provided in section 13 and (iv) Extraordinary
Dividends as provided in this section 12. A dividend or other distribution with respect to the
Stock will be deemed to be an “Extraordinary Dividend” if the per share value of such
dividend or other distribution exceeds the per share value of the immediately preceding dividend or
distribution with respect to the Stock, if any, that is not an Extraordinary Dividend by an amount
equal to at least 10% of the Closing Price of the Stock on the Business Day immediately preceding
the Ex-Dividend Date for such Extraordinary Dividend. If an Extraordinary Dividend occurs with
respect to the Stock, the Calculation Agent will adjust the Exchange Rate to equal the product of
(a) the Exchange Rate in effect immediately prior to such adjustment and (b) a fraction, the
numerator of which is the Closing Price of the Stock on the Business Day immediately preceding the
Ex-Dividend Date and the denominator of which is the amount by which such Closing Price exceeds the
Extraordinary Dividend Amount. The “Extraordinary Dividend Amount” with respect to an
Extraordinary Dividend for the Stock will equal (1) in the case of cash dividends or other
distributions that constitute regular quarterly dividends, the amount per share of such
Extraordinary Dividend minus the amount per share of the immediately preceding dividend or
distribution with respect to the Stock, if any, that is not an Extraordinary Dividend or (2) in the
case of cash dividends or other distributions that do not constitute regular quarterly dividends,
the amount per share of such Extraordinary Dividend. To the extent an Extraordinary Dividend is
not paid in cash, the value of the non-cash component will be determined by the Calculation Agent.
A distribution on the Stock that constitutes a stock dividend, an



 (Face of Security continued on next page)

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issuance of transferable rights or warrants or a Spin-Off Event and also constitutes an
Extraordinary Dividend will result only in an adjustment to the Exchange Rate pursuant to section
11, 13 or 14, as applicable. The Exchange Rate will not be adjusted pursuant to this section 12
unless the Ex-Dividend Date for the Extraordinary Dividend occurs after the Trade Date and on or
before the relevant Exchange Notice Date.




          13. Transferable Rights and Warrants.




          If the Stock Issuer issues transferable rights or warrants to all holders of the Stock to
subscribe for or purchase the Stock at an exercise price per share less than the Closing Price of
the Stock on the Business Day immediately before the Ex-Dividend Date for such issuance, then the
Calculation Agent will adjust the Exchange Rate by multiplying the Exchange Rate in effect
immediately prior to such adjustment by a fraction, the numerator of which is the number of shares
of Stock outstanding at the close of business on the day before such Ex-Dividend Date plus the
number of additional shares of Stock offered for subscription or purchase under such transferable
rights or warrants, and the denominator of which is the number of shares of Stock outstanding at
the close of business on the day before such Ex-Dividend Date plus the number of additional shares
of Stock that the aggregate offering price of the total number of shares of Stock so offered for
subscription or purchase would purchase at the Closing Price of the Stock on the Business Day
immediately before such Ex-Dividend Date, with such number of additional shares being determined by
multiplying the total number of shares so offered by the exercise price of such transferable rights
or warrants and dividing the resulting product by the Closing Price of the Stock on the Business
Day immediately before such Ex-Dividend Date. The Exchange Rate will not be adjusted, however,
unless such Ex-Dividend Date occurs after the Trade Date and on or before the relevant Exchange
Notice Date.




          14. Reorganization Events.




          If (i) any reclassification or other change of the Stock occurs, (ii) the Stock Issuer has
been subject to a merger, combination or consolidation and is not the surviving entity or it does
survive but all the shares of Stock are exchanged for or converted into Distribution Property,
(iii) any statutory share exchange involving the outstanding Stock and the securities of another
entity occurs (other than in a transaction described in clause (ii) above), (iv) the Stock Issuer
sells or otherwise transfers its property and assets as an entirety or substantially as an entirety
to another entity, (v) the Stock Issuer issues to all holders of Stock equity securities of an
issuer other than the Stock Issuer (other than in a transaction described in clause (i), (ii),
(iii) or (iv) above) (a “Spin-Off Event”), (vi) an entity other than the Stock Issuer
completes a tender or exchange offer for all the outstanding Stock or (vii) the Stock Issuer is
liquidated, dissolved or wound up or is subject to a proceeding under any applicable bankruptcy,
insolvency or other similar law (any such event in clauses (i) through (vii), a “Reorganization
Event”), then the Calculation Agent will adjust the Exchange Rate by


(Face of Security continued on next page)


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adjusting the Reference Amount so that the Reference Amount consists of the respective amounts
of each type of Distribution Property deemed, for the purposes of this Security, to be distributed
in such Reorganization Event in respect of the Reference Amount as in effect immediately prior to
such adjustment, taken together.




          If the Calculation Agent determines that the Distribution Property so distributed consists of
more than one type of property, the Calculation Agent will determine the respective amounts of such
types that will comprise the adjusted Reference Amount so that the value of each such amount bears
the same relationship to the total value of all such amounts as the value of the corresponding
component type of Distribution Property so distributed bears to the total value of all Distribution
Property so distributed. The Calculation Agent will determine the value of each component type of
Distribution Property, using the Closing Price for any such type consisting of securities and such
other method as it considers reasonable for any other type. If a holder of the Stock may elect to
receive different types or combinations of types of Distribution Property in the Reorganization
Event, the Distribution Property will be deemed to include the types and amounts thereof
distributed to a holder that makes no election. If a Reorganization Event occurs and as a result
the Reference Amount is adjusted to consist of Distribution Property, the Calculation Agent will
make further adjustments for subsequent events that affect such Distribution Property or any
component type thereof, to the same extent that it would make adjustments if the Stock were
outstanding and were affected by the same kinds of events. Consequently, if the Holder exercises
the Exchange Right or an Automatic Exchange occurs, the Holder will be entitled to receive, for
each $1,000 of the Outstanding Face Amount of this Security being exchanged, all components of the
Reference Amount as in effect on the relevant Exchange Notice Date, with each component having been
adjusted on a sequential and cumulative basis for all events requiring adjustment on or before the
relevant Exchange Notice Date, unless the Company elects to pay cash in the exchange.




          If the Exchange Right is exercised or an Automatic Exchange occurs and the Company elects to
pay cash in the exchange, the Company will do so based on the applicable price of the Stock
pursuant to section 5, 7(a) or 7(b) as long as the Reference Amount consists only of Stock. If a
Reorganization Event occurs and the Reference Amount consists of property other than Stock, then
the amount of cash the Company will pay C for each $1,000 of the Outstanding Face Amount of
this Security being exchanged C will equal the total value of the adjusted Reference Amount,
as in effect on the relevant Exchange Notice Date. The Calculation Agent will determine the value
of each component of the adjusted Reference Amount as provided in the prior paragraph.




          If at any time another Person becomes the successor to the Stock Issuer, as determined by the
Calculation Agent, such successor Person shall thereupon be deemed to be the Stock Issuer for all
purposes of this Security. If at any time the Reference Amount consists of Distribution Property,
as determined by the Calculation Agent, then all references in this Security to the “Stock” shall
thereupon be deemed to mean such



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Distribution Property and all references in this Security to a “share of Stock” shall
thereupon be deemed to mean a comparable unit of each type of property comprising such Distribution
Property, as determined by the Calculation Agent.




          Notwithstanding the foregoing, however, the Calculation Agent will not make any adjustment for
a Reorganization Event unless the event becomes effective C or, if the event is a Spin-Off
Event, unless the Ex-Dividend Date for the Spin-Off Event occurs C after the Trade Date and
on or before the relevant Exchange Notice Date.




          15. Minimum Adjustments.




          Notwithstanding the foregoing, no adjustment will be required in respect of any event
specified in sections 9 through 14 unless such adjustment would result in a change of at least 0.1%
in the Exchange Rate. The Exchange Rate resulting from any adjustment shall be rounded up or down,
as appropriate, to the nearest ten-thousandth, with five hundred-thousandths being rounded upward
C e.g., 0.12344 will be rounded down to 0.1234 and 0.12345 will be rounded up to 0.1235.




          16. Role of Calculation Agent.




          The Calculation Agent will be solely responsible for all determinations and calculations
regarding the Default Amount; whether a Market Disruption Event has occurred and whether, and if so
the day to which, the Determination Date, Stated Maturity Date or any Exchange Notice Date,
Exchange Date or Call Date is to be postponed; adjustment of the Exchange Rate and Reference
Amount, including whether any event has occurred for which adjustment is required and as to the
amounts, types and values of property comprising any Distribution Property and the Reference
Amount; whether an Automatic Exchange is to occur on the Stated Maturity Date or any Call Date and
as to the Section 7(a) Amount or Section 7(b) Amount, including the relevant Pricing Date and the
Closing Price on the Pricing Date and any alternative price to be used in making this
determination; the Closing Price or other value of the Stock or any other property; as to the
Exchange Rate and the amounts and types of property deliverable or payable in exchange for this
Security on the Stated Maturity Date or any Exchange Date or Call Date; and all such other matters
as may be specified elsewhere herein as matters to be determined by the Calculation Agent. The
Calculation Agent shall make all such determinations and calculations in its sole discretion, and
absent manifest error all determinations and calculations made by the Calculation Agent shall be
final and binding on the Company, the Holder and all other Persons having an interest in this
Security, without liability on the part of the Calculation Agent.




          The Company shall take such action as shall be necessary to ensure that there is at all
relevant times a financial institution serving as the Calculation Agent hereunder. The Company
may, in its sole discretion at any time and from time to time, upon written notice to the Trustee,
but without notice to the Holder of this Security,



 (Face of Security continued on next page)

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terminate the appointment of any Person serving as the Calculation Agent and appoint another
Person (including any Affiliate of the Company) to serve as such agent. Insofar as this Security
provides for the Calculation Agent to obtain prices or other information from any institution or
other source, the Calculation Agent may do so from any source or sources of the kind contemplated
or otherwise permitted hereby notwithstanding that any one or more of such sources are such agent,
Affiliates of such agent or Affiliates of the Company.




          17. Payment and Delivery.




          Payment of any amount payable on this Security in cash will be made in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and
private debts. Payment or delivery of any Stock, cash or other property payable or deliverable on
this Security will be made to an account designated by the Holder (in writing to the Company and
the Trustee on or before the Determination Date) and acceptable to the Company or, if no such
account is designated and acceptable as aforesaid, at the office or agency of the Company
maintained for that purpose in The City of New York, provided, however, that, at the option of the
Company, 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; and provided, further, that payment
or delivery at Maturity shall be made only upon surrender of this Security at such office or agency
(unless the Company waives surrender). Notwithstanding the foregoing, if this Security is a Global
Security, any payment or delivery may be made pursuant to the Applicable Procedures of the
Depositary as permitted in said 2008 Indenture.




          18. Holidays.




          Notwithstanding any provision of this Security or of the 2008 Indenture, if any delivery or payment
of principal or interest would otherwise be due on this Security on a day (the “Specified
Day”) that is not a Business Day, such delivery or payment may be made (or such
principal or interest may be made available for delivery or payment) on the next succeeding
Business Day with the same force and effect as if such delivery or payment were made on the
Specified Day. The provisions of this section shall apply to this Security in lieu of the
provisions of Section 1.13 of the 2008 Indenture.




          19. Reverse of this Security.




          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.



 (Face of Security continued on next page)

-21-









 








          20. Certificate of Authentication.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof 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)



-22-









 








          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 	 
	 	 	 	 




-23-









 






	 	 	 	 	 



(Reverse of Security)

Reverse




          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, the Holders of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. Insofar as the provisions of the 2008 Indenture may conflict with
the provisions set forth on the face of this Security, the latter shall control for purposes of
this Security.




          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 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.




 (Reverse of Security continued on next page)

-24-









 








          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 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 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 interest on this Security as herein provided.




          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 interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more
new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate Face Amount, will be issued to the designated transferee or transferees.




          This Security, and any other Securities of this series and of like tenor, are issuable only in
registered form without coupons in Authorized Denominations. 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.



 (Reverse of Security continued on next page)

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          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.




          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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