EX-4.88






Exhibit 4.88




[FORM OF INDEX-LINKED 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 LICENSOR OF THE INDEX.]




          [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




 






[INSERT THE NAME OF THE INDEX-LINKED NOTE]




 






          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:



Specified Currency:



Index:



Index Sponsor:



Original Issue Date:



Stated Maturity Date:



Interest Rate:           % per annum



Spread:



Interest Payment Date(s):



Determination Date:



Option to Redeem:



Calculation Agent:



Defeasance:



Other Terms:




 






(Face of Security continued on next page)




-2-









 





          1. Promise to Pay Principal




          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 Principal Amount on the Stated Maturity Date, subject to the other provisions of
this Security. The Company also promises to pay interest (to the extent that the payment of such
interest shall be legally enforceable) on any overdue principal, at the effective Federal Funds
rate, from the date such principal is due until it is paid or made available for payment, and any
such interest shall be payable to the Holder on demand. Notwithstanding any other provision of
this Security or the 2008 Indenture, this Security shall not bear interest, except as provided in
the prior sentence.




          2. Principal Amount




          The principal of this Security that becomes due and payable on the Stated Maturity Date for
Securities that have not been redeemed shall be the Principal Amount. If the Holder has exercised
the Option to Redeem, the principal of this Security that becomes payable on the applicable
Redemption Date for the Securities properly designated for redemption shall be the amount in cash
the Company is obligated to pay pursuant to Section 3 of this Security, as applicable. 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 that the Company is obligated to pay as set forth above in this Section 2 has been
paid as provided herein (or such amount has been made available for payment), the principal of this
Security 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 payment of the cash that the Company is obligated
to pay as principal on such day as provided above in this Section 2. 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 on any day will be deemed to equal the Face Amount then
Outstanding. The Securities represented by this Security shall cease to be Outstanding as provided
in the definition of such term in the 2008 Indenture or when the principal of such Securities shall
be deemed to have been paid in full as provided above and any interest payable on such Security
have been paid (or, in the case of any such interest, when such interest has been made available
for payment).




          3. Holder’s Option to Redeem




          [INSERT PROVISIONS RELATING TO OPTION TO REDEEM.]




(Face of Security continued on next page)




-3-









 








          4. Discontinuance or Modification of the Index




          [INSERT PROVISIONS RELATING TO DISCONTINUANCE OR MODIFICATION OF THE INDEX.]




          5. Role of Calculation Agent




          [INSERT PROVISIONS RELATING TO ROLE OF CALCULATION AGENT.]




          6. Payment




          Payment of the amount payable on this Security will be made in cash 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 of cash 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 any interest may be made by check mailed to
the address of the Holder entitled thereto as such address shall appear in the Security Register;
and provided, further, that payment 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 may be made pursuant to the Applicable Procedures
of the Depositary as permitted in the 2008 Indenture. The Holder of this Security shall not be
entitled under the terms of this Security to receive, in payment hereof, any property other than
cash.




          7. Holidays




Notwithstanding any provision of this Security or of the 2008 Indenture, if any 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 payment may be made (or such principal or interest may
be made available for payment) on the next succeeding Business Day with the same force and effect
as if such payment were made on the Specified Day. The provisions of this Section 7 shall apply to
this Security in lieu of the provisions of Section 1.13 of the 2008 Indenture.




          8. 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)




-4-









 




          9. 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.




          10. Tax Characterization




          [INSERT PROVISIONS RELATING TO TAX CHARACTERIZATION OF THIS SECURITY.]




(Face of Security continued on next page)




-5-









 





          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:  	
 	 
	 	 		 
	 	 	 	 



-6-









 






	 	 	 	 	 



(Reverse of Security)




          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. 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




(Reverse of Security continued on next page)




-7-









 




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.




          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 and, with respect to this Security, on
the face hereof.




          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 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.




          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 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”, which term is defined below, and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.




(Reverse of Security continued on next page)




-8-









 





          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.




          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.




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




-9-