EX-4.2



 Exhibit 4.2 

[FORM OF FACE OF CERTIFICATE] 

THE GOLDMAN SACHS GROUP, INC. 

Incorporated under the laws of 

the State of Delaware 
  

					
	NUMBER 1	  	5.00% FIXED-TO-FLOATING RATE	  	
	CUSIP 38148B 801	  	NON-CUMULATIVE PREFERRED	  	SHARES
		  	STOCK, SERIES P	  	

 THIS CERTIFICATE IS 

TRANSFERABLE IN 
 NEW YORK, NY 

This is to certify that 
 is
the registered owner of                             fully paid and non-assessable shares of 5.00%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P, $0.01 par value and a liquidation preference of $25,000 per share, of the Corporation, transferable on the books of the Corporation by the holder hereof, in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 

[Signature page follows] 







 Dated: 
  

			
	THE GOLDMAN SACHS GROUP, INC.
		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:


 Countersigned and registered 

The Bank of New York Mellon, as Transfer Agent and Registrar 
  

					
			
		 	By:	 	 
		 		 	Authorized Officer








 (REVERSE OF CERTIFICATE) 

THE GOLDMAN SACHS GROUP, INC. 

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative
participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the
Transfer Agent. 
 The following abbreviations, when used in the inscription on the face of this certificate, 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 rights of survivorship and not as tenants in common
	 UNIF GIFT

MIN ACT –
	 		  	 	  	Custodian	  	 
		 		  	(Cust)	  		  	(Minor)
		 		  	under Uniform Gift to Minors Act
		 		  	 
		 		  	(State)

 Additional abbreviations may also be used though not in the above list. 







 For Value Received, the undersigned hereby sells, assigns and transfers unto 

PLEASE INSERT SOCIAL SECURITY OR 

OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

									
		  		  	 	  		  	

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, 

INCLUDING ZIP CODE OF ASSIGNEE) 

                          
                                         
     Shares 
 of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
                             Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises. 
 Dated: 

NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER 
 Signature(s) Guaranteed: 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.