exv4w78






Exhibit 4.78




[Form of Fixed Rate Medium-Term Note, Series E of GS Finance Corp.]




(Face of Security)




          [IF A GLOBAL SECURITY, INSERT – THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
GSFC 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 GSFC 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 GS FINANCE CORP.
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.]




          THIS SECURITY IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR IS IT AN OBLIGATION OF, OR GUARANTEED BY, A BANK.




 









 





CUSIP No.                     




Title of Series: Series E          




Title of Securities:                     




GS FINANCE CORP.




MEDIUM-TERM NOTES, SERIES E




FULLY AND UNCONDITIONALLY GUARANTEED BY




THE GOLDMAN SACHS GROUP, INC.

(Fixed Rate)




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




	 	 	 
	PRINCIPAL AMOUNT:	 	ORIGINAL ISSUE DISCOUNT SECURITY:
	 
	STATED MATURITY DATE:

	 	•    Total Amount of OID:


	 

	 	•    Yield to Maturity:


	SPECIFIED CURRENCY: U.S. dollars
for all payments unless

	 	•    Initial Accrual Period OID:


	otherwise
specified below:


	 	

REDEMPTION COMMENCEMENT DATE:
	 
	•   payments of principal and
any premium:



	 	REPAYMENT DATE(S):
	 
	 	 
	•   payments of interest:



	 	REDEMPTION OR REPAYMENT PRICE(S):
	 
	•   Exchange Rate Agent:

	 	 
	            Goldman, Sachs & Co.

	 	 
	 
	 	 
	INTEREST RATE:                     % per annum

	 	DEFEASANCE:
	 
	 	 
	 

	 	•    Full Defeasance:


	 
	INTEREST PAYMENT DATE(S):

	 	•    Covenant Defeasance:


	 
	 	 
	ORIGINAL ISSUE DATE*:

	 	DAY COUNT CONVENTION:
	 
	 	 
	BUSINESS DAY CONVENTION:

	 	•    1/1 (ISDA):


	 
	• Following:

	 	•    Actual/Actual (ISDA):


	 
	 

	 	•    Actual/Actual (ICMA):










 




			
	*	 	This date shall be the issue date of this Security, unless there
is a Predecessor Security, in which case this date shall be the issue date of
the first Predecessor Security.





(Face of Security continued on next page)




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	•    Modified Following:



	 	•    Actual/Actual (Bond):


	 
	•    Following Unadjusted:



	 	•    Actual/Actual (Euro):


	 
	•    Modified Following Unadjusted:



	 	•    Actual/365 (Fixed):


	 
	 

	 	•    Actual/360 (ISDA):


	 
	OTHER TERMS:

	 	•    Actual/360 (ICMA):


	 
	 

	 	•    30/360 (ISDA):


	 
	 

	 	•    30E/360 (ISDA):


	 
	 

	 	•    Other:


	 






          Terms left blank or marked “N/A”, “No”, “None” or in a similar manner do not apply to this
Security except as otherwise may be specified.




          Whenever used in this Security, the terms specified above that apply to this Security have the
meanings specified above, unless the context requires otherwise. Other terms used in this Security
that are not defined herein but that are defined in the GSFC 2008 Indenture referred to in
Section 1 on the reverse of this Security are used herein as defined therein.




          GS Finance Corp., 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 GSFC 2008 Indenture), for value received, hereby promises to pay to                                         , or
registered assigns, as principal, the Principal Amount on the Stated Maturity Date and to pay
interest thereon, from the Original Issue Date or from the most recent Interest Payment Date to
which interest has been paid or made available for payment, on the Interest Payment Date(s) in each
year, commencing on the first such date that is at least 15 calendar days after the Original Issue
Date, and at the Maturity of the principal hereof, at the rate per annum equal to the Interest Rate
specified on the face hereof, until the principal hereof is paid or made available for payment.
Any premium and any such installment of interest that is overdue at any time shall also bear
interest (to the extent that the payment of such interest shall be legally enforceable) at the rate
per annum at which the principal then bears interest, from the date any such overdue amount first
becomes due until it is paid or made available for payment. Notwithstanding the foregoing,
interest on any principal, premium or installment of interest that is overdue shall be payable on
demand.




          The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided in the GSFC 2008 Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
15th calendar day (whether or not a Business Day, as such term is defined in Section 3 on the
reverse hereof) next preceding such Interest Payment Date (a “Regular Record Date”);
provided, however, if this Security is a




(Face of Security continued on next page)




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Global Security, a Regular Record Date will instead occur on the fifth Business Day next
preceding such Interest Payment Date. Any interest so payable, but not punctually paid or made
available for payment, on any Interest Payment Date will forthwith cease to be payable to the
Holder on such Regular Record Date and such Defaulted Interest may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Security not less than 10 days prior
to such Special Record Date, or be paid in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the GSFC 2008 Indenture.




     Currency of Payment



          Payment of principal of (and premium, if any) and interest on this Security will be made in
the Specified Currency for such payment, except as provided in this and the next three paragraphs.
The Specified Currency for any payment shall be the currency specified as such on the face of this
Security unless, at the time of such payment, such currency is not legal tender for the payment of
public and private debts in the country issuing such currency on the Original Issue Date, in which
case the Specified Currency for such payment shall be such coin or currency as at the time of such
payment is legal tender for the payment of public and private debts in such country, except as
provided in the next sentence. If the euro is specified on the face of this Security as the
Specified Currency for any payment, the Specified Currency for such payment shall be such coin or
currency as at the time of payment is legal tender for the payment of public and private debts in
all EMU Countries (as defined in Section 3 on the reverse hereof), provided that, if on any
day there are not at least two EMU Countries, or if on any day there are at least two EMU Countries
but no coin or currency is legal tender for the payment of public and private debts in all EMU
Countries, then the Specified Currency for such payment shall be deemed not to be available to the
Company on such day.




          Except as provided in the next paragraph, any payment to be made on this Security in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the Person entitled to
receive such payment transmits a written request for such payment to be made in U.S. dollars to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, on or before the
fifth Business Day before the payment is to be made. Such written request may be mailed, hand
delivered, telecopied or delivered in any other manner approved by the Trustee. Any such request
made with respect to any payment on this Security payable to a particular Holder will remain in
effect for all later payments on this Security payable to such Holder, unless such request is
revoked on or before the fifth Business Day before a payment is to be made, in which case such
revocation shall be effective for such and all later payments. In the case of any payment of
interest payable on an Interest Payment Date, such written request must be made by the Person who
is the registered Holder of this Security on the relevant Regular Record Date.




(Face of Security continued on next page)




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          The U.S. dollar amount of any payment made pursuant to the immediately preceding paragraph
will be determined by the Exchange Rate Agent based upon the highest bid quotation received by the
Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business Day next preceding
the applicable payment date, from three (or, if three are not available, then two) recognized
foreign exchange dealers selected by the Exchange Rate Agent in The City of New York, in each case
for the purchase by the quoting dealer, for U.S. dollars and for settlement on such payment date of
an amount of such Specified Currency for such payment equal to the aggregate amount of such
Specified Currency payable on such payment date to all Holders of this Security who elect to
receive U.S. dollar payments on such payment date, and at which the applicable dealer commits to
execute a contract. If the Exchange Rate Agent determines that two such bid quotations are not
available on such second Business Day, such payment will be made in the Specified Currency for such
payment. All currency exchange costs associated with any payment in U.S. dollars on this Security
will be borne by the Holder entitled to receive such payment, by deduction from such payment.




          Notwithstanding the foregoing, if any amount payable on this Security is payable on any day
(including at Maturity) in a Specified Currency other than U.S. dollars, and if such Specified
Currency is not available to the Company on the two Business Days before such day, due to the
imposition of exchange controls, disruption in a currency market or any other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its obligation to pay such
amount in such Specified Currency by making such payment in U.S. dollars. The amount of such
payment in U.S. dollars shall be determined by the Exchange Rate Agent on the basis of the noon
buying rate for cable transfers in The City of New York, for such Specified Currency (the
“Exchange Rate”) as of the latest day before the day on which such payment is to be made.
Any payment made under such circumstances in U.S. dollars where the required payment is in other
than U.S. dollars will not constitute an Event of Default under the GSFC 2008 Indenture or this
Security.




     Manner of Payment – U.S. Dollars



          Except as provided in the next paragraph, payment of any amount payable on this Security in
U.S. dollars will be made at the office or agency of the Company maintained for that purpose in The
City of New York (or at any other office or agency maintained by the Company for that purpose),
against surrender of this Security in the case of any payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest Payment Date);
provided, however, that, at the option of the Company and subject to the next
paragraph, payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.




          Payment of any amount payable on this Security in U.S. dollars will be made by wire transfer
of immediately available funds to an account maintained by the payee with a bank located in the
Borough of Manhattan, The City of New York, if (i) the




(Face of Security continued on next page)




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principal of this Security is at least $1,000,000 (or the equivalent in another currency) and
(ii) the Holder entitled to receive such payment transmits a written request for such payment to be
made in such manner to the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, on or before the fifth Business Day before the day on which such payment is to be
made; provided that, in the case of any such payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest Payment Date),
this Security must be surrendered at the office or agency of the Company maintained for that
purpose in The City of New York (or at any other office or agency maintained by the Company for
that purpose) in time for the Paying Agent to make such payment in such funds in accordance with
its normal procedures. Any such request made with respect to any payment on this Security payable
to a particular Holder will remain in effect for all later payments on this Security payable to
such Holder, unless such request is revoked on or before the fifth Business Day before a payment is
to be made, in which case such revocation shall be effective for such payment and all later
payments. In the case of any payment of interest payable on an Interest Payment Date, such written
request must be made by the Person who is the registered Holder of this Security on the relevant
Regular Record Date. The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer with respect to this Security, but any tax, assessment or
other governmental charge imposed upon any payment will be borne by the Holder of this Security and
may be deducted from the payment by the Company or the Paying Agent.




     Manner of Payment – Other Specified Currencies



          Payment of any amount payable on this Security in a Specified Currency other than U.S. dollars
will be made by wire transfer of immediately available funds to such account as is maintained in
such Specified Currency at a bank or other financial institution acceptable to the Company and the
Trustee and as shall have been designated at least five Business Days prior to the applicable
payment date by the Person entitled to receive such payment; provided that, in the case of
any such payment due at the Maturity of the principal hereof (other than any payment of interest
that first becomes due on an Interest Payment Date), this Security must be surrendered at the
office or agency of the Company maintained for that purpose in The City of New York (or at any
other office or agency maintained by the Company for that purpose) in time for the Paying Agent to
make such payment in such funds in accordance with its normal procedures. Such account designation
shall be made by transmitting the appropriate information to the Trustee at its Corporate Trust
Office in the Borough of Manhattan, The City of New York, by mail, hand delivery, telecopier or in
any other manner approved by the Trustee. Unless revoked, any such account designation made with
respect to this Security by the Holder hereof will remain in effect with respect to any further
payments with respect to this Security payable to such Holder. If a payment in a Specified
Currency other than U.S. dollars with respect to this Security cannot be made by wire transfer
because the required account designation has not been received by the Trustee on or before the
requisite date or for any other reason, the Company will cause a notice to be given to the Holder
of this Security at its registered address requesting an account designation




(Face of Security continued on next page)




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pursuant to which such wire transfer can be made and such payment will be made within five
Business Days after the Trustee’s receipt of such a designation meeting the requirements specified
above, with the same force and effect as if made on the due date. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire transfer with
respect to this Security, but any tax, assessment or other governmental charge imposed upon any
payment will be borne by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.




     Manner of Payment – Global Securities



          Notwithstanding any provision of this Security or the GSFC 2008 Indenture, if this Security is
a Global Security, the Company may make any and all payments of principal, premium and interest on
this Security pursuant to the Applicable Procedures of the Depositary for this Security as
permitted in the GSFC 2008 Indenture.




     Payments Due on a Business Day



          Notwithstanding any provision of this Security or the GSFC 2008 Indenture, if the Maturity of
the principal hereof occurs on a day that is not a Business Day, any amount of principal, premium
or interest would otherwise be due on this Security on such day (the “Specified Day”) may
be paid or made available for payment on the Business Day that is next succeeding the Specified Day
with the same force and effect as if such amount were paid on the Specified Day, and no interest
will accrue on the amount so payable for the period from the Specified Day to such next succeeding
Business Day.




          As specified on the face of this Security, one of the following Business Day Conventions shall
apply to each Interest Payment Date, other than one that falls on the date of Maturity of the
principal hereof. If any such date would otherwise fall on a day that is not a Business Day:





     (i) if the Business Day Convention is “Following”, then such date will be postponed to
the next day that is a Business Day;




     (ii) if the Business Day Convention is “Modified Following”, then such date will be
postponed to the next day that is a Business Day; provided that, if such next succeeding
Business Day falls in the next calendar month, then such date will be advanced to the
immediately preceding Business Day;




     (iii) if the Business Day Convention is “Following Unadjusted”, any payment due on
such date will be postponed to the next day that is a Business Day; provided that interest
due with respect to such Interest Payment Date shall not accrue from and including such
Interest Payment Date to and including such next succeeding Business Day; and



(Face of Security continued on next page)




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     (iv) if the Business Day Convention is “Modified Following Unadjusted”, any payment
due on such date will be postponed to the next day that is a Business Day; provided that
interest due with respect to such Interest Payment Date shall not accrue from and including
such Interest Payment Date to and including such next succeeding Business Day, and provided
further that, if such next succeeding Business Day would fall in the next succeeding
calendar month, the date of payment with respect to such Interest Payment Date will instead
be advanced to the immediately preceding Business Day.



[Modify as appropriate for Interest Reset Dates.]




          The provisions of the two immediately preceding paragraphs shall apply to this Security in
lieu of the provisions of Section 113 of the GSFC 2008 Indenture.




 






          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the GSFC 2008 Indenture or be
valid or obligatory for any purpose.




(Face of Security continued on next page)




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          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.




Dated:




	 	 	 	 	 	 	 
	 	 	GS FINANCE CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





This is one of the Securities of the series designated herein and referred to in the GSFC 2008
Indenture.




Dated:




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON,

     as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






 









 





GUARANTEE




          Capitalized terms used in this Guarantee that are not defined herein but that are defined in
the Security upon which this Guarantee is endorsed or the GSFC 2008 Indenture referred to in such
Security are used herein as defined therein.




          The Goldman Sachs Group, Inc., a corporation organized under the laws of the State of Delaware
(herein called the “Guarantor”, which term includes any successor Person under the GSFC 2008
Indenture), for value received, hereby fully and unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed, the due and punctual payment of the principal of,
and premium, if any, and interest, if any, on such Security when and as the same shall become due
and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, in accordance with the terms of such Security and of the GSFC 2008 Indenture. In case
of the failure of GS Finance Corp., a corporation organized under the laws of the State of Delaware
(herein called the “Company”, which term includes any successor Person under the GSFC 2008
Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment
to be made punctually when and as the same shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company.




          The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional
irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of
such Security or the GSFC 2008 Indenture, any failure to enforce the provisions of such Security or
the GSFC 2008 Indenture, or any waiver, modification or indulgence granted to the Company with
respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor;
provided, however, that notwithstanding the foregoing, no such waiver, modification
or indulgence shall, without the consent of the Guarantor, increase the principal amount of such
Security, or increase the interest rate thereon, change any redemption provisions thereof
(including any change to increase any premium payable upon redemption thereof) or change the Stated
Maturity of any payment thereon.




          The Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any
requirement that the Trustee or the Holder of such Security exhaust any right or take any action
against the Company or any other Person, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest
or notice with respect to such Security or the indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged in respect of such Security
except by complete performance of the obligations contained in such Security and in this




-10-









 




Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The
Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if
any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee
on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in
the GSFC 2008 Indenture, directly against the Guarantor to enforce this Guarantee without first
proceeding against the Company.




          The obligations of the Guarantor hereunder with respect to such Security shall be continuing
and irrevocable until the date upon which the entire principal of, premium, if any, and interest,
if any, on such Security has been, or has been deemed pursuant to the provisions of Article Four of
the GSFC 2008 Indenture to have been, paid in full or otherwise discharged.




          The Guarantor shall be subrogated to all rights of the Holder of such Security upon which this
Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantor on
account of such Security pursuant to the provisions of this Guarantee or the GSFC 2008 Indenture;
provided, however, that the Guarantor shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation until the principal
of, and premium, if any, and interest, if any, on all Securities issued under the GSFC 2008
Indenture shall have been paid in full.




          This Guarantee shall remain in full force and effect and continue notwithstanding any petition
filed by or against the Company for liquidation or reorganization, the Company becoming insolvent
or making an assignment for the benefit of creditors or a receiver or trustee being appointed for
all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by
law, continue to be effective or reinstated, as the case may be, if at any time payment of the
Security upon which this Guarantee is endorsed, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by the Holder of such Security,
whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned on such Security, such Security shall, to the fullest
extent permitted by law, be reinstated and deemed paid only by such amount paid and not so
rescinded, reduced, restored or returned.




          This Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication of the Security upon which this Guarantee is endorsed shall have been manually
executed by or on behalf of the Trustee under the GSFC 2008 Indenture.




          All terms used in this Guarantee which are defined in the GSFC 2008 Indenture shall have the
meanings assigned to them in such GSFC 2008 Indenture.




-11-









 








          This Guarantee shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be governed by and construed in accordance with the laws of the State of
New York.




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          IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.




Dated:




	 	 	 	 	 	 	 
	 	 	THE GOLDMAN SACHS GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 





(Reverse of Security)




          1. Securities and the GSFC 2008 Indenture




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”) issued and to be issued in one or more series under a Senior Debt
Indenture, dated as of October 10, 2008 (herein called the “GSFC 2008 Indenture”, which
term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, The
Goldman Sachs Group, Inc., as Guarantor (herein called the “Guarantor”, which term includes any
successor guarantor under the GSFC 2008 Indenture) and The Bank of New York Mellon, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the GSFC 2008
Indenture), and reference is hereby made to the GSFC 2008 Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered.




          2. Series and Denominations




          This Security is one of the series designated on the face hereof, limited to an aggregate
initial offering price (or the equivalent thereof in any other currency or currencies or currency
units) as shall be determined and may be increased from time to time by the Company. References
herein to “this series” mean the series of Securities designated on the face hereof.




          The Securities of this series are issuable only in registered form without coupons in
“Authorized Denominations”, which term shall have the following meaning. For each Security
of this series having a principal amount payable in U.S. dollars, the Authorized Denominations
shall be $1,000 and integral multiples of $1,000 in excess thereof. For each Security of this
series having a principal amount payable in a Specified Currency other than U.S. dollars, the
Authorized Denominations shall be the amount of such Specified Currency equivalent, at the Exchange
Rate on the first Business Day next preceding the date on which the Company accepts the offer to
purchase such Security, to $1,000 or any integral multiples of $1,000 in excess thereof.




          3. Exchange Rate Agent and Related Terms




          If the principal of or interest on this Security is payable in a Specified Currency other than
U.S. dollars, the Company has initially appointed the institution named on the face of this
Security as Exchange Rate Agent to act as such agent with respect to this Security, but the Company
may, in its sole discretion, appoint any other institution (including any Affiliate of the Company)
to serve as any such agent from time to time. The Company will give the Trustee prompt written
notice of any change in any such appointment. Insofar as this Security provides for any such agent
to obtain rates, quotes or other data from a bank, dealer or other institution for use in making
any determination hereunder, such agent may do so from any institution or institutions of the kind
contemplated hereby notwithstanding that any one or more of such institutions are such agent,
Affiliates of such agent or Affiliates of the Company.




(Reverse of Security continued on next page)




-14-









 





          All determinations made by the Exchange Rate Agent may be made by such agent in its sole
discretion and, absent manifest error, shall be conclusive for all purposes and binding on the
Holder of this Security and the Company. The Exchange Rate Agent shall not have any liability
therefor.




          Unless otherwise specified on the face hereof, for all purposes of this Security, the term
“Business Day” means, for this Security, a day that meets the requirements set forth in
each of clauses (i) through (iv) below, in each case to the extent such requirements apply to this
Security as specified below:





	 	(i)	 	is a New York Business Day;
	 
	 	(ii)	 	if the Specified Currency for payment of principal of or interest on this
Security is other than U.S. dollars or euros, is also a day on which banking
institutions are not authorized or obligated by law, regulation or executive order to
close in the principal financial center of the country issuing the Specified Currency;
	 
	 	(iii)	 	if the Specified Currency for payment of principal of or interest on this
Security is euros, is also a Euro Business Day; and
	 
	 	(iv)	 	solely with respect to any payment or other action to be made or taken at any
Place of Payment outside The City of New York, is a Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in such Place of
Payment generally are authorized or obligated by law, regulation or executive order to
close.




“Euro Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any
successor system, is open for business.



“New York Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in New York City generally are authorized or obligated by
law, regulation or executive order to close.



With respect to any particular location, the close of business on any day on which business is not
being conducted at that location shall be deemed to mean 5:00 P.M., New York City time, on that
day.




          References in this Security to U.S. dollars shall mean, as of any time, the coin or currency
that is then legal tender for the payment of public and private debts in the United States of
America.




          References in this Security to the euro shall mean, as of any time, the coin or currency (if
any) that is then legal tender for the payment of public and private debts in all EMU Countries.
“EMU Countries” means, at any time, the countries (if any) then participating in the
European Economic and Monetary Union (or any successor union)




(Reverse of Security continued on next page)




-15-









 




pursuant to the Treaty on European Union of February 1992 (or any successor treaty), as it may
be amended from time to time.




          References in this Security to a particular currency other than U.S. dollars and euros shall
mean, as of any time, the coin or currency that is then legal tender for the payment of public and
private debts in the country issuing such currency on the Original Issue Date.




          4. Redemption at the Company’s Option




          Unless a Redemption Commencement Date is specified on the face hereof, this Security shall not
be redeemable at the option of the Company before the Stated Maturity Date. If a Redemption
Commencement Date is so specified, and unless otherwise specified on the face hereof, this Security
is subject to redemption upon not less than 30 days’ nor more than 60 days’ notice at any time and
from time to time on or after the Redemption Commencement Date, in each case as a whole or in part,
at the election of the Company and at the applicable Redemption Price specified on the face hereof
(expressed as a percentage of the principal amount of this Security to be redeemed), together with
accrued interest to the Redemption Date, but interest installments due on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant record date, all as provided in the
GSFC 2008 Indenture.




          5. Repayment at the Holder’s Option




          Except as otherwise may be provided on the face hereof, if one or more Repayment Dates are
specified on the face hereof, this Security will be repayable in whole or in part in an amount
equal to any Authorized Denomination (provided that the remaining principal amount of any
Security surrendered for partial repayment shall at least equal an Authorized Denomination), on any
such Repayment Date, in each case at the option of the Holder and at the applicable Repayment Price
specified on the face hereof (expressed as a percentage of the principal amount to be repaid),
together with accrued interest to the applicable Repayment Date (but interest installments due on
or prior to such Repayment Date will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on the relevant Regular Record Date as
provided in the GSFC 2008 Indenture). If this Security provides for more than one Repayment Date
and the Holder exercises its option to elect repayment, the Holder shall be deemed to have elected
repayment on the earliest Repayment Date after all conditions to such exercise have been satisfied,
and references herein to the “applicable Repayment Date” shall mean such earliest Repayment Date.




          In order for the exercise of such option to be effective and this Security to be repaid, the
Company must receive at the applicable address of the Trustee set forth below (or at such other
place or places of which the Company shall from time to time notify the Holder of this Security),
on any Business Day not later than the 15th, and not earlier than the 25th, calendar day prior to
the applicable Repayment Date (or, if either such calendar day is not a Business Day, the next
succeeding Business Day), either




(Reverse of Security continued on next page)




-16-









 




(i) this Security, with the form below entitled “Option to Elect Repayment” duly completed and
signed, or (ii) a facsimile transmission or letter from a member of a national securities exchange
or the Financial Industry Regulatory Authority, Inc., a commercial bank or a trust company in the
United States of America setting forth (a) the name, address and telephone number of the Holder of
this Security, (b) the principal amount of this Security and the amount of this Security to be
repaid, (c) a statement that the option to elect repayment is being exercised thereby and (d) a
guarantee stating that the Company will receive this Security, with the form below entitled “Option
to Elect Repayment” duly completed and signed, not later than five Business Days after the date of
such facsimile transmission or letter (provided that this Security and form duly completed
and signed are received by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries are to be made is The Bank of New York Mellon,
Attention: Corporate Trust Administration, 101 Barclay Street, 4E, New York, New York 10286 (or at
such other places as the Company or the Trustee shall notify the Holder of this Security). All
questions as to the validity, eligibility (including time of receipt) and acceptance of any
Security for repayment will be determined by the Company, whose determination will be final and
binding. Notwithstanding the foregoing, (x) if this Security is a Global Security, the option of
the Holder to elect repayment may be exercised in accordance with the Applicable Procedures of the
Depositary for this Security at least 15 calendar days prior to the applicable Repayment Date and
(y) whether or not this Security is a Global Security, the option of the Holder to elect repayment
may be exercised in any such manner as the Company may approve.




          6. Transfer and Exchange




          As provided in the GSFC 2008 Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his or her attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of Authorized
Denominations, and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.




          As provided in the GSFC 2008 Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor, of a different Authorized Denomination, as requested by the Holder
surrendering the same.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person




(Reverse of Security continued on next page)




-17-









 




in whose name this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.




          If this Security is a Global Security, this Security shall be subject to the provisions of the
GSFC 2008 Indenture relating to Global Securities, including the limitations in Section 305 thereof
on transfers and exchanges of Global Securities.




          7. Defeasance




          The GSFC 2008 Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the GSFC 2008
Indenture. If so specified on the face hereof, either or both of such provisions are applicable to
this Security, as so specified.




          8. Remedies




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the GSFC 2008 Indenture.




          As provided in and subject to the provisions of the GSFC 2008 Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to the GSFC 2008
Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after the respective due
dates expressed herein.




          If so provided pursuant to the terms of any specific Securities, the above-referenced
provisions of the GSFC 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 GSFC 2008 Indenture and no provision of this Security or of the
GSFC 2008 Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency,




(Reverse of Security continued on next page)




-18-









 




herein prescribed, or alter or impair the obligation of the Guarantor, which is unconditional
to pay pursuant to the Guarantee endorsed hereupon.




          9. Modification and Waiver




          The GSFC 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 Guarantor and the
rights of the Holders of the Securities to be affected under the GSFC 2008 Indenture at any time by
the Company, the Guarantor 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 GSFC 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
GSFC 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 GSFC 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 GSFC 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 GSFC 2008 Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.




          10. Governing Law




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




(Reverse of Security continued on next page)




-19-









 





CUSIP NO.                                         




ORIGINAL ISSUE DATE:                                         




GS FINANCE CORP.

MEDIUM-TERM NOTE, SERIES E




FULLY AND UNCONDITIONALLY GUARANTEED BY

THE GOLDMAN SACHS GROUP, INC.




OPTION TO ELECT REPAYMENT




TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE

AT THE OPTION OF THE HOLDER AND THE HOLDER

ELECTS TO EXERCISE SUCH RIGHT




          The undersigned hereby irrevocably requests and instructs the Company to repay the Security
referred to in this notice (or the portion thereof specified below) at the applicable Repayment
Price, together with interest to the Repayment Date, all as provided for in such Security, to the
undersigned, whose name, address and telephone number are as follows:




 




(please print name of the undersigned)




 




(please print address of the undersigned)




 




(please print telephone number of the undersigned)




          If such Security provides for more than one Repayment Date, the undersigned requests repayment
on the earliest Repayment Date after the requirements for exercising this option have been
satisfied, and references in this notice to the Repayment Date mean such earliest Repayment Date.
Terms used in this notice that are defined in such Security are used herein as defined therein.




          For such Security to be repaid the Company must receive at the applicable address of the
Trustee set forth below or at such other place or places of which the Company or the Trustee shall
from time to time notify the Holder of such Security, any Business Day not later than the 15th or
earlier than the 25th calendar day prior to the Repayment Date (or, if either such calendar day is
not a Business Day, the next succeeding Business Day), (i) such Security, with this “Option to
Elect Repayment” form duly completed and signed, or (ii) a facsimile transmission or letter from a
member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., a
commercial bank or a trust company in the United States of America setting forth (a) the name,
address and telephone number of the Holder of such Security, (b) the principal amount of such
Security and the amount of such Security to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby and (d) a guarantee stating




(Reverse of Security continued on next page)




-20-









 




that such Security to be repaid with the form entitled “Option to Elect Repayment” on the
addendum to the Security duly completed and signed will be received by the Company not later than
five Business Days after the date of such facsimile transmission or letter (provided that
such Security and form duly completed and signed are received by the Company by such fifth Business
Day). The address to which such deliveries are to be made is:



The Bank of New York Mellon

Attention: Corporate Trust Administration

101 Barclay Street, 4E

New York, New York 10286



or at such other place as the Company or the Trustee shall notify the Holder of such Security.




          If less than the entire principal amount of such Security is to be repaid, specify the portion
thereof (which shall equal any Authorized Denomination) that the Holder elects to have repaid:




 





and specify the denomination or denominations (which shall equal any Authorized Denomination) of
the Security or Securities to be issued to the Holder in respect of the portion of such Security
not being repaid (in the absence of any specification, one Security will be issued in respect of
the portion not being repaid):




 






(Reverse of Security continued on next page)




-21-









 





	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Notice: The signature to this Option to Elect
Repayment must correspond with the name of the
Holder as written on the face of such Security in
every particular without alteration or
enlargement or any other change whatsoever.
	 	 






(Reverse of Security continued on next page)




-22-









 






ABBREVIATIONS




          The following abbreviations, when used in the inscription on the face of this Security, shall
be construed as though they were written out in full according to applicable laws or regulations.




	 	 	 	 	 	 	 
	 

	 	TEN COM
	 	—
	 	as tenants in common
	 
	 	 	 	 	 	 
	 

	 	TEN ENT
	 	—
	 	as tenants by the entireties
	 
	 	 	 	 	 	 
	 

	 	JT TEN
	 	—
	 	as joint tenants with the right of survivorship and not
as tenants in common






          UNIF GIFT MIN ACT —                      Custodian                     

           
                                              (Cust)                              (Minor)




under Uniform Gifts to Minors Act




      




(State)




Additional abbreviations may also be used

though not in the above list.




 






(Reverse of Security continued on next page)




-23-









 







ASSIGNMENT




          FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto  




 




PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE




                                          

/                                        /






 



 



(Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee)



 



the attached Security and all rights thereunder, and hereby irrevocably
constitutes and appoints  




 



to transfer said Security on the books of the Company, with full power of
substitution in the premises.






	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 
	 
	Signature Guaranteed	 	 






	 	 	 
	 
	 

	 	 
	NOTICE: Signature must be
guaranteed.

	 	NOTICE: The signature to
this assignment must correspond with the name
of the Holder as written upon the face of the
attached Security in every particular, without
alteration or enlargement or any change
whatever.