EX-4.85






Exhibit 4.85




[FORM OF FIXED 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

(Fixed Rate)




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



PRINCIPAL AMOUNT:




STATED MATURITY DATE:



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





	 	•	 	payments of principal and any premium:
	 
	 	•	 	payments of interest:
	 
	 	•	 	Exchange Rate Agent:





INTEREST RATE:           % per annum




INTEREST PAYMENT DATE(S):




ORIGINAL ISSUE DATE*:




ORIGINAL ISSUE DISCOUNT SECURITY:





	 	•	 	Total Amount of OID:
	 
	 	•	 	Yield to Maturity:
	 
	 	•	 	Initial Accrual Period OID:





REDEMPTION COMMENCEMENT DATE:




REPAYMENT DATE(S):




REDEMPTION OR REPAYMENT PRICE(S):




DEFEASANCE:





	 	•	 	Full Defeasance:
	 
	 	•	 	Covenant Defeasance:





OTHER TERMS:




          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.





 




			
	*	 	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)




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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), 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 the rate per annum equal to the Interest Rate
specified on the face 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 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.



     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



(Face of Security continued on next page)




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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 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, 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.



(Face of Security continued on next page)




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          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 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



(Face of Security continued on next page)




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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 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



(Face of Security continued on next page)




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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 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.



  





          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 	 
	 	 	 	 




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(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. Exchange Rate Agent and Related Terms




          If the principal of or interest on this Security is payable in a Specified Currency other than
U.S. dollars, the Company has initially appointed the institution named on the face of this
Security as Exchange Rate Agent to act as such agent 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



(Reverse of Security continued on next page)




-9-









 







kind contemplated hereby notwithstanding that any one or more of such institutions are such
agent, Affiliates of such agent or Affiliates of the Company.




          All determinations made by 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. The Exchange Rate Agent shall not have any liability
therefor.



          Unless otherwise specified on the face hereof, for all purposes of this Security, the term
“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday that (i) 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 Specified Currency for any payment on this
Security is other than U.S. dollars or euros, is not a day on which banking institutions in the
principal financial center of the country issuing such Specified Currency generally are authorized
or obligated by law, regulation or executive order to close, (iii) if the Specified Currency for
any payment on this Security is euros, is not a Euro Business Day and (iv) 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. “Euro Business Day” means any day on which the Trans-European
Automated Real-Time Gross Settlement Express (TARGET) System, or any successor system, is open for
business. With respect to any particular location, the close of business on any day on which
business is not being conducted shall be deemed to mean 5:00 P.M., New York City time, on that day.



          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.
“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.



          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.



(Reverse of Security continued on next page)




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          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 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,



(Reverse of Security continued on next page)




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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 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.



(Reverse of Security continued on next page)




-12-









 








          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 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



(Reverse of Security continued on next page)




-13-









 







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 or the Trustee 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 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



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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.







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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.




 







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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.







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