EX-4.2






Exhibit 4.2



[FORM
OF WARRANT TO PURCHASE COMMON STOCK]



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS.



THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 29, 2008, BETWEEN THE ISSUER
OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE
ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID
AGREEMENT WILL BE VOID.




WARRANT No. _______




to purchase




______________________




Shares of Common Stock




THE GOLDMAN SACHS GROUP, INC.

a Delaware Corporation



Issue Date: October 1, 2008




     1. Definitions. Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated.



     “Affiliate” has the meaning ascribed to it in the Purchase Agreement.



     “Appraisal Procedure” means a procedure whereby two independent appraisers, one chosen by the
Corporation and one by the Warrantholder (or if there is more than one Warrantholder, a majority in
interest of Warrantholders), shall mutually agree upon the determinations then the subject of
appraisal. Each party shall deliver a notice to the other appointing its appraiser within 15 days
after the Appraisal Procedure is invoked. If within 30 days after appointment of the two
appraisers they are unable to agree upon the amount in question, a third independent appraiser
shall be chosen within 10 days thereafter by the mutual consent of such first two appraisers or, if
such two first appraisers fail to agree upon the appointment of a third appraiser, such appointment
shall be made by the American Arbitration Association, or any organization successor thereto, from
a panel of arbitrators having experience in appraisal of the subject matter to be appraised. The
decision of the third appraiser so appointed and chosen shall be given within 30
days after the selection of such third appraiser. If three appraisers shall be



 









 







appointed and
the determination of one appraiser is disparate from the middle determination by more than twice
the amount by which the other determination is disparate from the middle determination, then the
determination of such appraiser shall be excluded, the remaining two determinations shall be
averaged and such average shall be binding and conclusive upon the Corporation and the
Warrantholder; otherwise, the average of all three determinations shall be binding upon the
Corporation and the Warrantholder. The costs of conducting any Appraisal Procedure shall be borne
equally by the Corporation and the Warrantholder.



     “Beneficially Own” or “Beneficial Owner” has the meaning ascribed to it in the Purchase
Agreement.



     “Board of Directors” means the board of directors of the Corporation, including any duly
authorized committee thereof.



     “Business Combination” means a merger, consolidation, statutory share exchange or similar
transaction that requires the approval of the Corporation’s stockholders.



     “business day” means any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in the State of New York generally are authorized or
required by law or other governmental actions to close.



     “Capital Stock” means (A) with respect to any Person that is a corporation or company, any and
all shares, interests, participations or other equivalents (however designated) of capital or
capital stock of such Person and (B) with respect to any Person that is not a corporation or
company, any and all partnership or other equity interests of such Person.



     “Common Stock” means the Corporation’s voting Common Stock, $0.01 par value per share.



     “Corporation” means The Goldman Sachs Group, Inc., a Delaware corporation.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.



     “Exercise Price” means $115.



     “Expiration Time” has the meaning set forth in Section 3.



     “Fair Market Value” means, with respect to any security or other property, the fair market
value of such security or other property as determined by the Board of Directors, acting in good
faith. If the Warrantholder objects in writing to the Board of Director’s calculation of fair
market value within 10 days of receipt of
written notice thereof and the Warrantholder and the Corporation are unable to agree



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on fair market value during the 10-day period following the delivery of the Warrantholder’s objection, the
Appraisal Procedure may be invoked by either party to determine Fair Market Value by delivering
written notification thereof not later than the 30th day after delivery of the
Warrantholder’s objection.



     “Governmental Entities” has the meaning ascribed to it in the Purchase Agreement.



     “Market Price” means, with respect to the Common Stock, on any given day, the last sale price,
regular way, or, in case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, of the shares of the Common Stock on the New York Stock Exchange on such
day. If the Common Stock is not traded on the New York Stock Exchange on any date of
determination, the Market Price of the Common Stock on such date of determination means the closing
sale price as reported in the composite transactions for the principal U.S. national or regional
securities exchange on which the Common Stock is so listed or quoted, or, if no closing sale price
is reported, the last reported sale price on the principal U.S. national or regional securities
exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed
or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar
organization, or, if that bid price is not available, the Market Price of the Common Stock on that
date shall mean the Fair Market Value per share as determined by the Board of Directors in reliance
on an opinion of a nationally recognized independent investment banking firm retained by the
Corporation for this purpose and certified in a resolution sent to the Warrantholder. For the
purposes of determining the Market Price of the Common Stock on the “trading day” preceding, on or
following the occurrence of an event, (i) that trading day shall be deemed to commence immediately
after the regular scheduled closing time of trading on the New York Stock Exchange or, if trading
is closed at an earlier time, such earlier time and (ii) that trading day shall end at the next
regular scheduled closing time, or if trading is closed at an earlier time, such earlier time (for
the avoidance of doubt, and as an example, if the Market Price is to be determined as of the last
trading day preceding a specified event and the closing time of trading on a particular day is 4:00
p.m. and the specified event occurs at 5:00 p.m. on that day, the Market Price would be determined
by reference to such 4:00 p.m. closing price).



     “Ordinary Cash Dividends” means a regular quarterly cash dividend on shares of Common Stock
out of surplus or net profits legally available therefor (determined in accordance with generally
accepted accounting principles in effect from time to time), provided that Ordinary Cash Dividends
shall not include any cash dividends paid subsequent to August 29, 2008 to the extent the aggregate
dividend paid on all Common Stock in any quarter, when declared, exceeds the greater of (i) the
aggregate dividend that would be paid on all Common Stock in that quarter at a rate of $0.35 per
share (such amount per share increased by 10% on August 31, 2009 and each subsequent August 31) or
(ii) (x) 80% of accumulated earnings since August 29, 2008 (determined in accordance with generally
accepted accounting
principles in effect from time to time) less (y) the amount of aggregate dividends on



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Common Stock and on all preferred stock of the Corporation that is classified as equity under such
generally accepted accounting principles paid since August 29, 2008.



     “Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act.



     “Per Share Fair Market Value” has the meaning set forth in Section 13(C).



     “Pro Rata Repurchases” means any purchase of shares of Common Stock by the Corporation or any
Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or
14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other offer available
to substantially all holders of Common Stock, in the case of both (A) or (B), whether for cash,
shares of Capital Stock of the Corporation, other securities of the Corporation, evidences of
indebtedness of the Corporation or any other Person or any other property (including, without
limitation, shares of Capital Stock, other securities or evidences of indebtedness of a
subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “Effective
Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange
by the Corporation under any tender or exchange offer which is a Pro Rata Repurchase or the date of
purchase with respect to any Pro Rata Purchase that is not a tender or exchange offer.



     “Purchase Agreement” means the Securities Purchase Agreement, dated as of September 29, 2008,
as amended from time to time, between the Corporation and Berkshire Hathaway Inc., including all
schedules and exhibits thereto.



     “Regulatory Approvals” with respect to the Warrantholder, means, to the extent applicable and
required to permit the Warrantholder to exercise this Warrant for shares of Common Stock and to own
such Common Stock without the Warrantholder being in violation of applicable law, rule or
regulation, the receipt of any necessary approvals and authorizations of, filings and registrations
with, notifications to, or expiration or termination of any applicable waiting period under, the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder.



     “SEC” means the U.S. Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated thereunder.



     “Shares” has the meaning set forth in Section 2.



     “Warrantholder” has the meaning set forth in Section 2.



     “Warrant” means this Warrant, issued pursuant to the Purchase Agreement.



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     2. Number of Shares; Exercise Price. This certifies that, for value received,
___or its permitted assigns (the “Warrantholder”) is entitled, upon the
terms and subject to the conditions hereinafter set forth, to acquire from the Corporation, in
whole or in part, after the receipt of all applicable Regulatory Approvals, up to an aggregate of
___fully paid and nonassessable shares of Common Stock, at a purchase price per share of
Common Stock equal to the Exercise Price, provided, however, if the Warrantholder provides a
certificate in a form satisfactory to the Corporation representing that Warrantholder is acquiring
such shares of Common Stock in reliance upon the exemption provided in Section 802.9 or Section
802.64 of the rules promulgated under the HSR Act, the Warrantholder may exercise such Warrants
without filing any notification and report forms under the HSR Act. The number of shares of Common
Stock (the “Shares”) and the Exercise Price are subject to adjustment as provided herein, and all
references to “Common Stock,” “Shares” and “Exercise Price” herein shall be deemed to include any
such adjustment or series of adjustments.



     3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by
applicable laws and regulations, the right to purchase the Shares represented by this Warrant is
exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the
execution and delivery of this Warrant by the Corporation on the date hereof, but in no event later
than 5:00 p.m., New York City time, October 1, 2013 (the “Expiration Time”), by (A) the surrender
of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the
Warrantholder, at the principal executive office of the Corporation located at 85 Broad Street, New
York, NY 10004 (or such other office or agency of the Corporation in the United States as it may
designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing
on the books of the Corporation), and (B) payment of the Exercise Price for the Shares thereby
purchased at the election of the Warrantholder by tendering in cash, by certified or cashier’s
check payable to the order of the Corporation, or by wire transfer of immediately available funds
to an account designated by the Corporation.



     If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be
entitled to receive from the Corporation within a reasonable time, and in any event not exceeding
three business days, a new warrant in substantially identical form for the purchase of that number
of Shares equal to the difference between the number of Shares subject to this Warrant and the
number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant
to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant
for Shares is subject to the condition that the Warrantholder will have first received any
applicable Regulatory Approvals.



     4. Issuance of Shares; Authorization; Listing. Certificates for Shares issued upon
exercise of this Warrant will be issued in such name or names as the Warrantholder may designate
and will be delivered to such named Person or Persons within a reasonable time, not to exceed three
business days after the date on which this Warrant has been duly exercised in accordance with the
terms of this Warrant. The Corporation hereby represents and warrants that any Shares issued



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upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly
and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and
charges (other than liens or charges created by the Warrantholder, except as otherwise provided
herein, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes
in respect of any transfer occurring contemporaneously therewith). The Corporation agrees that the
Shares so issued will be deemed to have been issued to the Warrantholder as of the close of
business on the date on which this Warrant and payment of the Exercise Price are delivered to the
Corporation in accordance with the terms of this Warrant, notwithstanding that the stock transfer
books of the Corporation may then be closed or certificates representing such Shares may not be
actually delivered on such date. The Corporation will at all times reserve and keep available, out
of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise
of this Warrant, the aggregate number of shares of Common Stock issuable upon exercise of this
Warrant. The Corporation will (A) procure, at its sole expense, the listing of the Shares issuable
upon exercise of this Warrant, subject to issuance or notice of issuance, on all principal stock
exchanges on which the Common Stock is then listed or traded and (B) maintain such listings of such
Shares at all times after issuance. The Corporation will use reasonable best efforts to ensure that
the Shares may be issued without violation of any applicable law or regulation or of any
requirement of any securities exchange on which the Shares are listed or traded. The Corporation
and the Warrantholder will reasonably cooperate to take such other actions as are necessary to
obtain (i) any Regulatory Approvals applicable to Warrantholder’s exercise of its rights hereunder,
including with respect to the issuance of the Shares and (ii) any regulatory approvals applicable
to the Corporation solely as a result of the issuance of the Shares. Before taking any action
which would cause an adjustment pursuant to Section 13 to reduce the Exercise Price below the then
par value (if any) of the Common Stock, the Corporation shall take any and all corporate action
which may, in the opinion of its counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and non-assessable shares of Common Stock at the Exercise Price as so
adjusted.



     5. No Fractional Shares or Scrip. No fractional Shares or scrip representing
fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional
Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be entitled
to receive a cash payment equal to the Market Price of the Common Stock on the last trading day
preceding the date of exercise less the Exercise Price for such fractional share.



     6. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the
Warrantholder to any voting rights or other rights as a stockholder of the Corporation prior to the
date of exercise hereof. The Corporation will at no time close its transfer books against transfer
of this Warrant in any manner which interferes with the timely exercise of this Warrant.



     7. Charges, Taxes and Expenses. Issuance of certificates for Shares to the
Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder
for any issue or transfer tax or other incidental expense in



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respect of the issuance of such certificates, all of which taxes and expenses shall be paid by
the Corporation.



     8. Transfer/Assignment.



     (A) Subject to compliance with clauses (B) and (C) of this Section 8, this Warrant and all
rights hereunder are transferable, in whole or in part, upon the books of the Corporation by the
registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made
and delivered by the Corporation, of the same tenor and date as this Warrant but registered in the
name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or
agency of the Corporation described in Section 3. All expenses (other than stock transfer taxes)
and other charges payable in connection with the preparation, execution and delivery of the new
warrants pursuant to this Section 8 shall be paid by the Corporation.



     (B) Notwithstanding the foregoing, this Warrant and any rights hereunder, and any Shares
issued upon exercise of this Warrant, shall be subject to the applicable restrictions as set forth
in Section 4.3 of the Purchase Agreement.



     (C) If and for so long as required by the Purchase Agreement, this Warrant Certificate shall
contain a legend as set forth in Section 4.5 of the Purchase Agreement.



     9. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the surrender
hereof by the Warrantholder to the Corporation, for a new warrant or warrants of like tenor and
representing the right to purchase the same aggregate number of Shares. The Corporation shall
maintain a registry showing the name and address of the Warrantholder as the registered holder of
this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its
terms, at the office of the Corporation, and the Corporation shall be entitled to rely in all
respects, prior to written notice to the contrary, upon such registry.



     10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Corporation of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond,
indemnity or security reasonably satisfactory to the Corporation, or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant, the Corporation shall make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
and representing the right to purchase the same aggregate number of Shares as provided for in such
lost, stolen, destroyed or mutilated Warrant.



     11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not be a business day,
then such action may be taken or such right may be exercised on the next succeeding day that is a
business day.



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     12. Rule 144 Information. The Corporation covenants that it will use its reasonable
best efforts to timely file all reports and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder
(or, if the Corporation is not required to file such reports, it will, upon the request of any
Warrantholder, make publicly available such information as necessary to permit sales pursuant to
Rule 144 or Regulation S under the Securities Act), and it will use reasonable best efforts to take
such further action as any Warrantholder may reasonably request, in each case to the extent
required from time to time to enable such holder to, if permitted by the terms of this Warrant and
the Purchase Agreement, sell this Warrant without registration under the Securities Act within the
limitation of the exemptions provided by (A) Rule 144 or Regulation S under the Securities Act, as
such rules may be amended from time to time, or (B) any successor rule or regulation hereafter
adopted by the SEC. Upon the written request of any Warrantholder, the Corporation will deliver to
such Warrantholder a written statement that it has complied with such requirements.



     13. Adjustments and Other Rights. The Exercise Price and the number of Shares
issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows;
provided, that if more than one subsection of this Section 13 is applicable to a single event, the
subsection shall be applied that produces the largest adjustment and no single event shall cause an
adjustment under more than one subsection of this Section 13 so as to result in duplication:



     (A) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Corporation
shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of
shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number
of shares, the number of Shares issuable upon exercise of this Warrant at the time of the record
date for such dividend or distribution or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the Warrantholder after such date shall
be entitled to purchase the number of shares of Common Stock which such holder would have owned or
been entitled to receive in respect of the shares of Common Stock subject to this Warrant after
such date had this Warrant been exercised immediately prior to such date. In such event, the
Exercise Price in effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be adjusted to the number
obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this
Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the record
or effective date, as the case may be, for the dividend, distribution, subdivision, combination or
reclassification giving rise to this adjustment by (y) the new number of Shares issuable upon
exercise of the Warrant determined pursuant to the immediately preceding sentence.



     (B) Certain Issuances of Common Shares or Convertible Securities. If the Corporation
shall issue shares of Common Stock (or rights or warrants or other



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securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for
shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted
Transactions or a transaction to which subsection (A) of this Section 13 is applicable) without
consideration or at a consideration per share (or having a conversion price per share) that is less
than 95% of the Market Price on the last trading day preceding the date of the agreement on pricing
such shares (or such convertible securities) then, in such event:




(A) the number of Shares issuable upon the exercise of this Warrant immediately
prior to the date of the agreement on pricing of such shares (or of such convertible
securities) (the “Initial Number”) shall be increased to the number obtained by
multiplying the Initial Number by a fraction (A) the numerator of which shall be the
sum of (x) the number of shares of Common Stock of the Corporation outstanding on
such date and (y) the number of additional shares of Common Stock issued (or into
which convertible securities may be exercised or convert) and (B) the denominator of
which shall be the sum of (I) the number of shares of Common Stock outstanding on
such date and (II) the number of shares of Common Stock which the aggregate
consideration receivable by the Corporation for the total number of shares of Common
Stock so issued (or into which convertible securities may be exercised or convert)
would purchase at the Market Price on the last trading day preceding the date of the
agreement on pricing such shares (or such convertible securities); and




(B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by
multiplying such Exercise Price in effect immediately prior to the date of the
agreement on pricing of such shares (or of such convertible securities) by a
fraction, the numerator of which shall be the number of shares of Common Stock
issuable upon exercise of this Warrant prior to such date and the denominator of
which shall be the number of shares of Common Stock issuable upon exercise of this
Warrant immediately after the adjustment described in clause (A) above.



     For purposes of the foregoing, the aggregate consideration receivable by the Corporation in
connection with the issuance of such shares of Common Stock or convertible securities shall be
deemed to be equal to the sum of the net offering price (after deduction of any related expenses
payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable
upon exercise or conversion of any such convertible securities into shares of Common Stock; and
“Permitted Transactions” shall include issuances (i) as consideration for or to fund the
acquisition of businesses and/or related assets, (ii) in connection with employee benefit plans and
compensation related arrangements approved by the Board of Directors and (iii) in connection with a
broadly marketed offering and sale of Common Stock or convertible securities for cash conducted by
the Corporation or its affiliates on a basis consistent with the practice of the Corporation’s
investment banking affiliates for capital raising transactions by financial institutions. Any
adjustment



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made pursuant to this Section 13(B) shall become effective immediately upon the date of such
issuance



     (C) Other Distributions. In case the Corporation shall fix a record date for the
making of a distribution to all holders of shares of its Common Stock of securities, evidences of
indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its
Common Stock and other dividends or distributions referred to in Section 13(A)), in each such case,
the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to
the price determined by multiplying the Exercise Price in effect immediately prior to the reduction
by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the
first date on which the Common Stock trades regular way on the New York Stock Exchange without the
right to receive such distribution, minus the amount of cash or the Fair Market Value of the
securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect
of one share of Common Stock (the “Per Share Fair Market Value”) divided by (y) such Market Price
on such date specified in clause (x); such adjustment shall be made successively whenever such a
record date is fixed. In such event, the number of Shares issuable upon the exercise of this
Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of
Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise
Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new
Exercise Price determined in accordance with the immediately preceding sentence. In the case of
adjustment for a cash dividend that is, or is coincident with, a regular quarterly dividend, the
Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash
dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is
not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant
then in effect shall be readjusted, effective as of the date when the Board of Directors determines
not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the
case may be, to the Exercise Price that would then be in effect and the number of Shares that would
then be issuable upon exercise of this Warrant if such record date had not been fixed.



     (D) Certain Repurchases of Common Stock. In case the Corporation effects a Pro Rata
Repurchase of Common Stock, then the Exercise Price shall be adjusted to the price determined by
multiplying the Exercise Price in effect immediately prior to the effective date of such Pro Rata
Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of
shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market
Price of a share of Common Stock on the trading day immediately preceding the first public
announcement by the Corporation or any of its Affiliates of the intent to effect such Pro Rata
Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the
denominator shall be the product of (i) the number of shares of Common Stock outstanding
immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so
repurchased and (ii) the Market Price per share of Common Stock on the trading day immediately
preceding the first public announcement by the Corporation or any of its Affiliates of the intent
to effect



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such Pro Rata Repurchase. In such event, the number of shares of Common Stock issuable upon
the exercise of this Warrant shall be adjusted to the number obtained by dividing (x) the product
of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and
(2) the Exercise Price in effect immediately prior to the Pro Rata Repurchase giving rise to this
adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding
sentence.



     (E) Business Combinations. In case of any Business Combination or reclassification of
Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the
Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the
right to exercise this Warrant to acquire the number of shares of stock or other securities or
property (including cash) which the Common Stock issuable (at the time of such Business Combination
or reclassification) upon exercise of this Warrant immediately prior to such Business Combination
or reclassification would have been entitled to receive upon consummation of such Business
Combination or reclassification; and in any such case, if necessary, the provisions set forth
herein with respect to the rights and interests thereafter of the Warrantholder shall be
appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the
Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other
securities or property pursuant to this paragraph. In determining the kind and amount of stock,
securities or the property receivable upon exercise of this Warrant following the consummation of
such Business Combination, if the holders of Common Stock have the right to elect the kind or
amount of consideration receivable upon consummation of such Business Combination, then the
Warrantholder shall have the right to make a similar election (including, without limitation, being
subject to similar proration constraints) upon exercise of this Warrant with respect to the number
of shares of stock or other securities or property which the Warrantholder will receive upon
exercise of this Warrant.



     (F) Rounding of Calculations; Minimum Adjustments. All calculations under this
Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest
one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the
contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which
this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01
or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and
an adjustment with respect thereto shall be made at the time of and together with any subsequent
adjustment which, together with such amount and any other amount or amounts so carried forward,
shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.



     (G) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any
case in which the provisions of this Section 13 shall require that an adjustment shall become
effective immediately after a record date for an event, the Corporation may defer until the
occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such
record date and before the occurrence of such event the additional shares of Common Stock issuable
upon such



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exercise by reason of the adjustment required by such event over and above the shares of
Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to
such Warrantholder any amount of cash in lieu of a fractional share of Common Stock; provided,
however, that the Corporation upon request shall deliver to such Warrantholder a due bill or other
appropriate instrument evidencing such Warrantholder’s right to receive such additional shares, and
such cash, upon the occurrence of the event requiring such adjustment.



     (H) Statement Regarding Adjustments. Whenever the Exercise Price or the number of
Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, the
Corporation shall forthwith file at the principal office of the Corporation a statement showing in
reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in
effect and the number of Shares into which this Warrant shall be exercisable after such adjustment,
and the Corporation shall also cause a copy of such statement to be sent by mail, first class
postage prepaid, to each Warrantholder at the address appearing in the Corporation’s records.



     (I) Notice of Adjustment Event. In the event that the Corporation shall propose to
take any action of the type described in this Section 13 (but only if the action of the type
described in this Section 13 would result in an adjustment in the Exercise Price or the number of
Shares into which this Warrant is exercisable or a change in the type of securities or property to
be delivered upon exercise of this Warrant), the Corporation shall give notice to the
Warrantholder, in the manner set forth in Section 13(G), which notice shall specify the record
date, if any, with respect to any such action and the approximate date on which such action is to
take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably
necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or
other securities or property which shall be deliverable upon exercise of this Warrant. In the case
of any action which would require the fixing of a record date, such notice shall be given at least
10 days prior to the date so fixed, and in case of all other action, such notice shall be given at
least 15 days prior to the taking of such proposed action. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of any such action.



     (J) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to
the taking of any action which would require an adjustment pursuant to this Section 13, the
Corporation shall take any action which may be necessary, including obtaining regulatory, New York
Stock Exchange or stockholder approvals or exemptions, in order that the Corporation may thereafter
validly and legally issue as fully paid and nonassessable all shares of Common Stock that the
Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 13.



     (K) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be made
successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price
made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock,
then such adjustment in Exercise



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Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.



     14. Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed entirely
within such State. Each of the parties hereto agrees (a) to submit to the non-exclusive personal
jurisdiction of the State or Federal courts in the Borough of Manhattan, The City of New York, (b)
that non-exclusive jurisdiction and venue shall lie in the State or Federal courts in the State of
New York, and (c) that notice may be served upon such party at the address and in the manner set
forth for such party in Section 3 hereof. To the extent permitted by applicable law, each of the
parties hereto hereby unconditionally waives trial by jury in any legal action or proceeding
relating to the Transaction Documents or the transactions contemplated hereby or thereby.



     15. Binding Effect. This Warrant shall be binding upon any successors or assigns of
the Corporation.



     16. Amendments. This Warrant may be amended and the observance of any term of this
Warrant may be waived only with the written consent of the Corporation and the Warrantholder.



     17. Notices. Any notice, request, instruction or other document to be given hereunder
by any party to the other will be in writing and will be deemed to have been duly given (a) on the
date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on
the second business day following the date of dispatch if delivered by a recognized next day
courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such
other instructions as may be designated in writing by the party to receive such notice.



	 	 	 	 	 
	If to the Corporation, to:
	 
	 	 	 	 
	The Goldman Sachs Group, Inc.
	85 Broad Street
	New York, NY 10004
	Attention:	 	General Counsel
	Telephone:	 	(212) 902-1000
	Fax:	 	(212) 902-3876
	 
	 	 	 	 
	with a copy to (which copy alone shall not constitute notice):
	 
	 	 	 	 
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, New York 10004
	Attn:	 	John P. Mead






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	Telephone:	 	(212) 558-4000
	Fax:	 	(212) 558-3588






     18. Entire Agreement. This Warrant and the forms attached hereto, and the Purchase
Agreement (and the other documents referenced in Section 5.7 of the Purchase Agreement), contain
the entire agreement between the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous arrangements or undertakings with respect thereto.



[Remainder of page intentionally left blank]




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[Form of Notice of Exercise]




Date: _________




TO: The Goldman Sachs Group, Inc.




RE: Election to Purchase Common Stock




     The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees
to subscribe for and purchase the number of shares of the Common Stock set forth below covered by
such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay
the aggregate Exercise Price for such shares of Common Stock. A new warrant evidencing the
remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased,
if any, should be issued in the name set forth below.



Number of Shares of Common Stock: ____________________




Aggregate Exercise Price: ___________________________]




	 	 	 	 	 
	Holder:	 	______________________________________________
	 
	 	 	 	 
	By:	 	______________________________________________
	 
	 	 	 	 
	Name:	 	______________________________________________
	 
	 	 	 	 
	Title:	 	______________________________________________






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     IN WITNESS WHEREOF, the Corporation has caused this Warrant to be duly executed by a duly
authorized officer.



Dated: October 1, 2008




	 	 	 	 	 
	 	THE GOLDMAN SACHS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Warrant]