EX-4.86






Exhibit 4.86




[FORM OF MANDATORY 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




 






     % Mandatory Exchangeable Note due      

(Subject to Mandatory Exchange 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, this Security will be mandatorily exchanged (i) for
shares of Stock at the Exchange Rate or (ii) at the option of the Company, for cash in an
amount equal to the number of such shares of Stock that would otherwise be delivered in such
exchange, multiplied by the Final Stock Price, subject, in either case (i) or (ii), to
adjustment as provided on the face of this Security. The Company may exercise its option to
pay the cash amount in lieu of delivering Stock by giving the Holder of this Security notice
of its election at least ten Business Days prior to the Stated Maturity Date. If the Company
fails to give such notice, it will deliver or cause to be delivered Stock on the Stated
Maturity Date, except as set forth in the immediately following sentence. If a Market
Disruption Event has occurred on the Determination Date or the Stated Maturity Date, or on any
day in between such dates, the Company may exercise its option to pay the cash amount in lieu
of delivering Stock, whether or not the Company has given the Holder of this Security the
notice referred to in the second sentence under this heading.



Exchange Rate: (i) if the Final Stock Price equals or exceeds the Threshold Appreciation Price, a
number of shares of Stock equal to the Threshold Fraction or (ii) if the Final Stock Price is
less than the Threshold Appreciation Price, one share of Stock, in either case (i) or (ii),
for each $      of the Outstanding Face Amount and subject to adjustment as provided on the
face of this Security.



Initial Stock Price: $     .



Final Stock Price: the Closing Price of one share of Stock on the Determination Date, subject to
adjustment as provided on the face of this Security.



Threshold Appreciation Price: the Initial Stock Price times           , which is $          .



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Threshold Fraction: the Threshold Appreciation Price divided by the Final Stock Price.



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



Calculation Agent: 



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



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OTHER TERMS:




          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.




          “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.




          “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
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




(Face of Security continued on next page)




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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, 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 (as defined in section 11), includes such Reference Amount.




          “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.




          “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




(Face of Security continued on next page)




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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 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.




          “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.




          “Reference Amount” means, initially, one share of Stock 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 5 through 12.




          “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                     .




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          “Trade Date” means                     .




 






          1. Promise to Pay Principal and Interest




          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 deliver or pay
(or cause to be delivered or paid) to Cede & Co., as nominee for The Depository Trust Company, or
registered assigns, Stock, cash and/or other property as provided under “Principal Amount” and
elsewhere on the face of this Security, on the Stated Maturity Date, 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”), commencing on                     , and on the Stated Maturity Date, at the
rate of      % per annum, until the principal of this Security is paid or made available for
payment. Any such installment 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 and (ii) interest on any overdue amount shall be payable on
demand.




          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, which 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




(Face of Security continued on next page)




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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.




          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 shall be surrendered for exchange on the Stated Maturity
Date at one time by the same Holder, the number of full shares that will be delivered upon exchange
will be calculated on the basis of the aggregate number of Securities so surrendered. In lieu of
any fractional share otherwise deliverable in respect of all Securities of this series and of like
tenor of any Holder which are exchanged at the Stated Maturity Date, such Holder shall be entitled
to receive an amount in cash equal to the value of such fractional share based on the Closing Price
of the relevant security on the Determination Date. 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 shares of Stock, together with any cash payable in lieu of any fractional share and after
giving effect to any adjustment as provided in this Security, that the Company is obligated to
deliver (or cause to be delivered) in exchange for this Security on the Stated Maturity Date,
unless the Company elects to exchange this Security for cash as provided above under “Principal
Amount”, in which case such principal shall be the cash amount that must be paid in exchange for
this Security on the Stated Maturity 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 Stock, cash or other property referred to
in either of the two preceding sentences has been delivered or paid as provided herein (or such
delivery has been made available for payment or such payment has been made available), 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 and regardless of the Face Amount.
References to the payment of the principal of this Security on any day shall be deemed to mean the
delivery or payment of Stock, cash or other property that is deliverable or payable on such day as
provided in this 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




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all interest payable on this Security has been paid (or such payment
of interest has been made available).




          5. Antidilution Adjustment




          The Calculation Agent shall adjust the Reference Amount as provided in this Security in
respect of each event for which adjustment is required under sections 6 through 11 (and not in
respect of any other event). (If more than one such event occurs, the Calculation Agent shall
adjust the Reference Amount as so provided for each such event, sequentially, in the order in
which such events occur, and on a cumulative basis.) Having adjusted the Reference Amount for any
and all such events as so provided, the Calculation Agent shall determine the Final Stock Price,
which shall equal the Closing Price for the Reference Amount as so adjusted on the Determination
Date. (If the Reference Amount is adjusted pursuant to section 11 so as to consist of amounts of
more than one type of property, then the Final Stock Price shall equal the sum of the respective
Closing Prices or other values for all such amounts of property on the Determination Date,
determined as provided in section 11.) Having determined the Final Stock Price as so provided, the
Calculation Agent shall determine the Threshold Fraction and the Exchange Rate based on such Final
Stock Price. Having determined the Exchange Rate in this manner, the Calculation Agent shall
multiply such rate by the Reference Amount as so adjusted and the resulting product shall be the
amount of Stock that will be deliverable in exchange for each $                     of the Outstanding Face Amount
of this Security on the Stated Maturity Date. If the Company elects to pay cash to the Holder of
this Security on the Stated Maturity Date in lieu of exchanging this Security for Stock, then the
Calculation Agent shall determine the cash value of the Stock otherwise deliverable in such
exchange by multiplying the number of shares of Stock so deliverable by the Closing Price of one
share of Stock on the Determination Date (and not by the Final Stock Price). The Calculation Agent
shall make all adjustments no later than the Determination Date.




          Notwithstanding any provision of this Security, if an event for which adjustment is required
under sections 6 through 11 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.




          6. 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 Reference Amount to equal the sum of the Reference Amount in effect immediately prior to
such adjustment plus the product of (i) the number




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of new shares issued in the stock split with
respect to one share of the Stock and (ii) the Reference Amount in effect immediately prior to such
adjustment. The Reference Amount will not be adjusted, however, unless such first day occurs after
the Trade Date and on or before the Determination Date.




          7. 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 Reference Amount to equal the product of the
Reference Amount in effect immediately prior to such adjustment and the 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
Reference Amount will not be adjusted, however, unless the reverse stock split becomes effective
after the Trade Date and on or before the Determination Date.




          8. 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
Reference Amount to equal the Reference Amount 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 Reference Amount in effect immediately prior to such adjustment. The
Reference Amount will not be adjusted, however, unless such Ex-Dividend Date occurs after the Trade
Date and on or before the Determination Date.




          9. Other Dividends and Distributions




          There will be no adjustments to the Reference Amount to reflect dividends or other
distributions paid with respect to the Stock other than (i) stock dividends as provided in section
8, (ii) issuances of transferable rights or warrants as provided in section 10, (iii) dividends or
other distributions constituting Spin-Off Events as provided in section 11 and (iv) Extraordinary
Dividends as provided in this section 9. 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 Reference Amount to equal the product
of (a) the Reference Amount 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




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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 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
Reference Amount pursuant to section 8, 10 or 11, as applicable. The Reference Amount will not be
adjusted pursuant to this section 9 unless the Ex-Dividend Date for the Extraordinary Dividend
occurs after the Trade Date and on or before the Determination Date.




          10. 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 Reference Amount by multiplying the Reference Amount 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 Reference Amount will not be adjusted, however,
unless such Ex-Dividend Date occurs after the Trade Date and on or before the Determination Date.




          11. 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




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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 Reference Amount so that the Reference Amount consists
of the respective amounts of each type of Distribution Property distributed in such Reorganization
Event in respect of the Reference Amount as in effect immediately prior to such adjustment, taken
together. 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 Determination Date.




          If a Reorganization Event occurs and the Reference Amount is adjusted pursuant to this section
11, this Security will be exchangeable on the Stated Maturity Date (subject to any further
adjustment provided for in this Security) as follows:





	 	(a)	 	If the Company does not elect to exchange this Security for cash, each
$                     of the Outstanding Face Amount will be exchangeable for the respective amounts
of each type of Exchange Property distributed in such Reorganization Event in respect
of the Reference Amount in effect immediately prior to such adjustment, as determined
by the Calculation Agent.
	 
	 	(b)	 	If the Company elects to exchange this Security for cash, each $                    of the
Outstanding Face Amount will be exchangeable for cash in an amount equal to the sum of
the respective values of each type of Distribution Property distributed in such
Reorganization Event in respect of the Reference Amount in effect immediately prior to
such adjustment, as determined by the Calculation Agent.




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




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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. The Final
Stock Price used to calculate the Exchange Rate will be the total value, as determined by the
Calculation Agent on the Determination Date, of all components of the Reference Amount, with each
component having been adjusted on a sequential and cumulative basis for all relevant events
affecting it.




          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 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.




          12. Minimum Adjustments




          Notwithstanding the foregoing, no adjustment will be required in respect of any event
specified in sections 6 through 10 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.




          13. 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 dates to which, the Determination Date and Stated Maturity Date are to be postponed; adjustment
of the Reference Amount and Exchange Rate, 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; 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; 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 dis-




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cretion, 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, 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.




          14. Tax Characterization




          [INSERT PROVISIONS RELATING TO TAX CHARACTERIZATION]




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          15. 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.




          16. 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.




          17. 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.




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          18. 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.




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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)

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 company 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.




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          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 denominations of any multiple of $                     that is not less than
$50,000. As provided in the 2008 Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like




(Reverse of Security continued on next page)





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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.





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