EX-4.61






Exhibit 4.61




(Face of Security)




          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 2008 INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE 2008 INDENTURE.




          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE GOLDMAN SACHS GROUP, INC., OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




          THIS SECURITY IS A MASTER NOTE WITHIN THE MEANING SPECIFIED HEREIN.




          THE PERSON MAKING THE DECISION TO ACQUIRE THIS SECURITY SHALL BE DEEMED, ON BEHALF OF ITSELF
AND THE HOLDER, BY ACQUIRING AND HOLDING THIS SECURITY, OR EXERCISING ANY RIGHTS RELATED THERETO,
TO REPRESENT THAT:




          (i) THE FUNDS THAT THE HOLDER IS USING TO ACQUIRE THIS SECURITY ARE NOT THE ASSETS OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), A PLAN DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”), A GOVERNMENTAL PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT
IS SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA



(Face of Security continued on next page)




 









 







OR SECTION 4975 OF THE CODE, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY
REASON OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA,
OR OTHERWISE; OR




          (ii)(A) THE HOLDER WILL RECEIVE NO LESS AND PAY NO MORE THAN “ADEQUATE CONSIDERATION” (WITHIN
THE MEANING OF SECTION 408(B)(17) OF ERISA AND SECTION 4975(F)(10) OF THE CODE) IN CONNECTION WITH
THE PURCHASE AND HOLDING OF THIS SECURITY; (B) NONE OF THE PURCHASE, HOLDING OR DISPOSITION OF THIS
SECURITY OR THE EXERCISE OF ANY RIGHTS RELATED TO THE SECURITY WILL RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR THE CODE (OR WITH RESPECT TO A GOVERNMENTAL PLAN, UNDER ANY
SIMILAR APPLICABLE LAW OR REGULATION); AND (C) NEITHER THE GOLDMAN SACHS GROUP, INC. NOR ANY OF ITS
AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR, WITH RESPECT TO A
GOVERNMENTAL PLAN, UNDER ANY SIMILAR APPLICABLE LAW OR REGULATION) WITH RESPECT TO THE PURCHASER OR
HOLDER IN CONNECTION WITH SUCH PERSON’S ACQUISITION, DISPOSITION OR HOLDING OF THIS SECURITY, OR
AS A RESULT OF ANY EXERCISE BY THE GOLDMAN SACHS GROUP, INC. OR ANY OF ITS AFFILIATES OF ANY RIGHTS
IN CONNECTION WITH THE SECURITY, AND NO ADVICE PROVIDED BY THE GOLDMAN SACHS GROUP, INC. OR ANY OF
ITS AFFILIATES HAS FORMED A PRIMARY BASIS FOR ANY INVESTMENT DECISION BY OR ON BEHALF OF SUCH
PURCHASER OR HOLDER IN CONNECTION WITH THIS SECURITY AND THE TRANSACTIONS CONTEMPLATED WITH RESPECT
TO THIS SECURITY.




          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.



(Face of Security continued on next page)



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THE GOLDMAN SACHS GROUP, INC.

Title of Series: MEDIUM-TERM NOTES, SERIES D

Title of Securities: as provided in the relevant Pricing Supplement per each

Supplemental Obligation




(Master Note)




          This Security is a Global Security within the meaning of the 2008 Indenture (as defined in
Section 1 on the reverse hereof) and represents one or more obligations of The Goldman Sachs Group,
Inc., a corporation duly organized and existing under the laws of the State of Delaware
(hereinafter called the “Company”, which term includes any successor Person under the 2008
Indenture) (each such obligation, a “Supplemental Obligation”). The terms of each
Supplemental Obligation are and will be reflected in this Security and in the applicable pricing
supplement to the Company’s prospectus, dated October 10, 2008 (as supplemented by the Company’s
prospectus supplement, dated October 10, 2008, relating to the Company’s Medium-Term Notes, Series D
program), relating to such Supplemental Obligation, which supplement and prospectus, as so
supplemented, are on file with the Trustee hereinafter referred to and which supplement is
identified on Schedule A hereto (each such pricing supplement, together with such prospectus, as so
supplemented, a “Pricing Supplement”). With respect to each Supplemental Obligation, the
provisions of the applicable Pricing Supplement are hereby incorporated by reference herein and are
deemed to be a part of this Security as of the Original Issue Date specified on Schedule A. Each
reference to “this Security” includes and shall be deemed to refer to each Supplemental Obligation.




          With respect to each Supplemental Obligation, every term of this Security is subject to
modification, amendment or elimination through the incorporation of the applicable Pricing
Supplement by reference, whether or not the phrase “unless otherwise provided in the Pricing
Supplement” or language of similar import precedes the term of this Security so modified, amended
or eliminated. It is the intent of the parties hereto that, in the case of any conflict between
the terms of a Pricing Supplement and the terms herein, the terms of the Pricing Supplement shall
control over the terms herein with respect to the relevant Supplemental Obligation. Without
limiting the foregoing, in the case of each Supplemental Obligation, the Holder of this Security is
directed to the applicable Pricing Supplement for a description of certain terms of such
Supplemental Obligation, including, in the case of any such obligation that is designated in the
applicable Pricing Supplement as an “indexed note” (an “Indexed Note”), the manner of
determining the principal amount of and interest, if any, on such Supplemental Obligation, the
dates, if any, on which the principal amount of and interest, if any, on such Supplemental
Obligation is determined and payable, the amount payable upon any acceleration of such Supplemental
Obligation and the principal amount of such Supplemental Obligation deemed to be Outstanding for
purposes of determining whether Holders of the requisite principal amount of Securities have made
or given any request,





(Face of Security continued on next page)




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demand, authorization, direction, notice, consent, waiver or other action under the 2008
Indenture.




          Terms that are used and not defined in this Security but that are defined in the 2008
Indenture are used herein as defined therein.




          This Security is a “Master Note”, which term means a Global Security that provides for
incorporation therein of the terms of Supplemental Obligations by reference to the applicable
Pricing Supplements, substantially as contemplated herein.



 





          The Company, for value received, hereby promises to pay to CEDE & CO., as nominee for The
Depository Trust Company, or registered assigns: (i) on each principal payment date, including each
amortization date, redemption date, repayment date or maturity date, as applicable, of each
Supplemental Obligation, the principal amount and any premium then due and payable for each such
Supplemental Obligation, and (ii) on each interest payment date and at maturity, the interest then
due and payable, if any, with respect to each Supplemental Obligation.




          With respect to each Supplemental Obligation, the Company shall pay the principal amount and
any premium specified in the applicable Pricing Supplement on the Stated Maturity shown therein,
and shall pay interest on such principal, from the date specified therein as the “Original Issue
Date” (or in a comparable manner) (the “Original Issue Date” for such Supplemental
Obligation) or from the most recent Interest Payment Date (as defined below) to which interest has
been paid or duly provided for, 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 such principal, as follows:




          (i) in the case of a Supplemental Obligation for which the interest rate is designated as
fixed in the applicable Pricing Supplement (a “Fixed Rate Note”), at a rate per annum equal
to a rate specified in such Pricing Supplement until the principal of such Supplemental Obligation
is paid or made available for payment and (to the extent that the payment of such interest shall be
legally enforceable) at the rate per annum equal to the rate at which the principal then bears
interest on any overdue premium or installment of interest from the date any such overdue amount
first becomes due until it is paid or made available for payment, provided that interest on
any premium or installment of interest that is overdue shall be payable on demand;




          (ii) in the case of a Supplemental Obligation for which the interest rate is designated as
floating in the applicable Pricing Supplement (a “Floating Rate Note”), at a rate per annum
determined in accordance with the applicable provisions of Section 3A on the reverse hereof, with
such rate being dependent in part upon whether the rate




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specified as the “base rate” (or in a comparable manner) in the applicable Pricing Supplement
(the “Base Rate” for such Supplemental Obligation) is the CD Rate, the CMS Rate, the CMT
Rate, the commercial paper rate, EURIBOR, the federal funds rate, LIBOR, the prime rate, the
treasury rate or the 11th district rate, until the principal of such Supplemental Obligation is
paid or made available for payment and (to the extent that the payment of such interest shall be
legally enforceable) at the rate at which the principal then bears interest on any overdue premium
or installment of interest from the date any such overdue amount first becomes due until it is paid
or made available for payment, provided that interest on any premium or installment of
interest that is overdue shall be payable on demand; and




          (iii) in the case of a Supplemental Obligation that is an Indexed Note, at such rate
or in such manner, if any, as may be specified in the applicable Pricing Supplement.




          With respect to each Supplemental Obligation that is a Fixed Rate Note and unless otherwise
specified in the applicable Pricing Supplement, interest (other than interest on overdue amounts)
shall be payable by the Company, on the applicable Interest Payment Dates.




          With respect to each Supplemental Obligation that is a Floating Rate Note and unless otherwise
specified in the applicable Pricing Supplement, interest (other than interest on overdue amounts)
shall be payable:





	 	•	 	if the interest reset period specified in the applicable
Pricing Supplement (the “Interest Reset Period” for such Supplemental
Obligation) is daily, weekly or monthly, on the third Wednesday of each month
or on the third Wednesday of March, June, September and December of each year,
as specified in the applicable Pricing Supplement;
	 
	 	•	 	if the Interest Reset Period is quarterly, on the third
Wednesday of March, June, September and December of each year;
	 
	 	•	 	if the Interest Reset Period is semi-annual, on the third
Wednesday of the two months specified in the applicable Pricing Supplement;
	 
	 	•	 	and if the Interest Reset Period is annual, on the third
Wednesday of the month specified in the applicable Pricing Supplement;




provided that, unless otherwise specified in the applicable Pricing Supplement, the
following sentence shall apply with respect to any such day on which interest would otherwise be
payable, other than any such day on which the Maturity of the principal of such Floating Rate Note
falls: If any such day is not a Business Day (as defined in



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Section 3C(b) on the reverse hereof) the day on which interest should be payable shall be deferred
to the next succeeding Business Day, provided that, if the Base Rate is LIBOR or EURIBOR
and such next succeeding Business Day falls in the next calendar month, the day on which interest
should be payable shall be advanced to the next preceding Business Day.




          With respect to each Supplemental Obligation that is an Indexed Note, such interest,
if any, will be payable on the dates specified in the applicable Pricing Supplement.




          Each date so determined or provided for in the preceding three paragraphs (or the applicable
Pricing Supplement) is hereinafter referred to as an “Interest Payment Date”.




          The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided in the 2008 Indenture and unless otherwise provided in the
applicable Pricing Supplement, 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) preceding such Interest Payment Date (a “Regular Record Date”);
provided, however, if this Security is a Global Security, a Regular Record Date
will instead occur on the fifth Business Day preceding such Interest Payment Date. Any interest so
payable, but not punctually paid or made available for payment, on any Interest Payment Date will
forthwith cease to be payable to the Holder on such Regular Record Date and such Defaulted Interest
may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this
Security not less than 10 days prior to such Special Record Date, or be paid in any other lawful
manner not inconsistent with the requirements of any securities exchange on which this Security may
be listed, and upon such notice as may be required by such exchange, all as more fully provided in
the 2008 Indenture. For the purpose of determining the Holder at the close of business on any
relevant record date when business is not being conducted, the close of business will mean 5:00
P.M., New York City time, on that day. With respect to any Supplemental Obligation, references
herein to the “Holder” mean the Holder of this Security.




     Currency of Payment



          Payment of principal of (and premium, if any) and interest on any Supplemental Obligation will
be made in the currency designated as the “specified currency” for such payment (or in a comparable
manner) in the applicable Pricing Supplement (the “Specified Currency” for any payment on
such Supplemental Obligation), except as provided in this and the next three paragraphs. For each





(Face of Security continued on next page)




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Supplemental Obligation, any payment shall be made in the Specified Currency for such payment
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 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 3C(b) 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.




          If provided in the applicable Pricing Supplement and except as provided in the next paragraph,
any payment to be made on a Supplemental Obligation 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 a
Supplemental Obligation payable to a particular Holder will remain in effect for all later payments
on such Supplemental Obligation payable to such Holder, unless such request is revoked on or before
the fifth Business Day before a payment is to be made, in which case such revocation shall be
effective for such and all later payments. In the case of any payment of interest payable on an
Interest Payment Date, such written request must be made by the Person who is the registered Holder
of this Security on the relevant Regular Record Date.




          The U.S. dollar amount of any payment made pursuant to the immediately preceding paragraph
will be determined by the Exchange Rate Agent (as defined in Section 3C(a) on the reverse hereof)
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 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





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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 a Supplemental Obligation 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 in The City of New York, quoted by The Federal Reserve Bank of New York, for cable
transfers for such Specified Currency (the “Exchange Rate”) as of the latest day before the
day on which such payment is to be made. Any payment made under such circumstances in U.S. dollars
where the required payment is in other than U.S. dollars will not constitute an Event of Default
under the 2008 Indenture or this Security.




     Manner of Payment – U.S. Dollars



          Except as provided in the next paragraph, payment of any amount payable on any Supplemental
Obligation 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), in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, against surrender (in the manner provided
below) of such Supplemental Obligation in the case of any payment due at Maturity of the principal
of such Supplemental Obligation (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 any Supplemental Obligation in U.S. dollars will be made by
wire transfer of immediately available funds to an account maintained by the payee with a bank
located in the Borough of Manhattan, The City of New York, if (i) the principal of such
Supplemental Obligation 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
of such Supplemental





(Face of Security continued on next page)




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Obligation (other than any payment of interest that first becomes due on an Interest Payment
Date), this Security must be surrendered (in the manner provided below) 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 such Supplemental Obligation payable to a particular Holder will remain in effect for
all later payments on such Supplemental Obligation 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 a Supplemental Obligation 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 any Supplemental Obligation 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 of such Supplemental Obligation
(other than any payment of interest that first becomes due on an Interest Payment Date), this
Security must be surrendered (in the manner provided below) 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 any Supplemental
Obligation by the Holder hereof will remain in effect with respect to any further payments with
respect to such Supplemental Obligation payable to such Holder. If a payment in a Specified
Currency other than U.S. dollars with respect to any Supplemental Obligation cannot be made by wire
transfer because the required account designation has not been received by the Trustee on or before
the requisite date or for any other reason, the Company will cause a notice to be given to the
Holder of this Security at its registered address requesting an account designation pursuant to
which such wire





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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 – Payments Pursuant to the Applicable Procedures of the Depositary;
Surrender of this Security



          Notwithstanding any provision of this Security or the 2008 Indenture, 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 2008 Indenture.




          Notwithstanding the foregoing, whenever the provisions hereof require that this Security be
surrendered against payment of the principal of a Supplemental Obligation, such surrender may be
effected by means of an appropriate adjustment to Schedule A hereto to reflect the discharge of
such Supplemental Obligation, with such adjustment to be made by the Trustee in a manner not
inconsistent with the Applicable Procedures of the Depositary for this Security, and in such
circumstances this Security need not actually be surrendered. This paragraph shall apply only to a
Master Note.




     Payments Due on a Business Day



          Notwithstanding any provision of this Security or the 2008 Indenture, if the Maturity of the
principal of any Supplemental Obligation occurs on a day that is not a Business Day, any amount of
principal, premium or interest that would otherwise be due on such Supplemental Obligation 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 for each Supplemental Obligation, one of the following Business Day Conventions
shall apply to any relevant date other than one that falls on the date of Maturity of the principal
of such Supplemental Obligation. 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;




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     (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




     (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.



          Unless otherwise provided in the Pricing Supplement, the Business Day Convention for a Fixed
Rate Note shall be Following Unadjusted.




          The provisions of the three immediately preceding paragraphs shall apply to this Security in
lieu of the provisions of Section 1.13 of the 2008 Indenture.



 





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




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







-11-









 





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




Dated:
October 10, 2008




	 	 	 	 	 
	 	THE GOLDMAN SACHS GROUP, INC.

 	 
	 	By:  	   /s/ Elizabeth E. Beshel
 	 
	 	 	Name:  	Elizabeth E. Beshel 	 
	 	 	Title:  	Treasurer 	 
	 
	This is one of the Securities of the series designated herein and referred to in the 2008
Indenture.
	 
	Dated: October 10, 2008
	 
	 	THE BANK OF NEW YORK MELLON,

     as Trustee

 	 
	 	By:  	/s/
Karen Trachtenberg	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




 









 





(Reverse of Security)




          1. Securities and Indenture




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”) issued and to be issued in one or more series under a Senior Debt
Indenture, dated as of July 16, 2008 (herein called the “2008 Indenture”, which term shall
have the meaning assigned to it in such instrument), between the Company and The Bank of New York
Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the 2008 Indenture), and reference is hereby made to the 2008 Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.




          In the case of the acquisition of all or a portion of a Supplemental Obligation by the Company
or any Affiliate thereof, the Company or such Affiliate may submit to the Trustee such evidence of
such acquisition as is reasonably acceptable to the Trustee, whereupon the Trustee, at the
Company’s direction, shall reduce the principal amount of such Supplemental Obligation in Schedule
A hereto by such acquired amount, and the principal amount of such Supplemental Obligation shall be
reduced accordingly for all purposes of this Security.




          2. Series and Denominations




          This Security is one of the series of Securities designated on the face hereof, limited to an
aggregate principal amount (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 as Medium-Term Notes,
Series D.




          This Security and each Supplemental Obligation are issuable only in registered form without
coupons in “Authorized Denominations”, which term shall have the following meaning. For
each Supplemental Obligation 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, unless otherwise
provided in the applicable Pricing Supplement. For each Supplemental Obligation 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
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, unless otherwise provided in the applicable
Pricing Supplement.




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          3. 3A. Interest Rate on Floating Rate Notes




          Unless otherwise provided in the applicable Pricing Supplement, the provisions of this
Section 3A shall apply with respect to each Supplemental Obligation that is a Floating Rate Note.




          (a) Interest Rate Reset. The interest rate on such Supplemental Obligation will be reset from
time to time, as provided in this Section 3A, and each date upon which such rate is reset as so
provided is hereinafter called an “Interest Reset Date” for such Supplemental Obligation.
Unless otherwise specified in the applicable Pricing Supplement, the Interest Reset Dates with
respect to such Supplemental Obligation will be as follows:





     (i) if the Interest Reset Period is daily, each Business Day;




     (ii) if the Interest Reset Period is weekly and the Base Rate is not the treasury
rate, the Wednesday of each week;




     (iii) if the Interest Reset Period is weekly and the Base Rate is the treasury rate,
except as otherwise provided in the definition of “Treasury Interest Determination Date” in
Section 3A(n) below, the Tuesday of each week;




     (iv) if the Interest Reset Period is monthly, the third Wednesday of each month;




     (v) if the Interest Reset Period is quarterly, the third Wednesday of each March,
June, September and December;




     (vi) if the Interest Reset Period is semi-annual, the third Wednesday of each of two
months in each year specified under “interest reset period” (or in a comparable manner) in
the applicable Pricing Supplement; and




     (vii) if the Interest Reset Period is annual, the third Wednesday of the month in each
year specified under “interest reset period” (or in a comparable manner) in the applicable
Pricing Supplement;


provided, however, that (x) the Base Rate in effect from and including the Original
Issue Date to but excluding the initial Interest Reset Date will be the rate specified as the
“initial base rate” (or in a comparable manner) in the applicable Pricing Supplement (the
“Initial Base Rate” for such Supplemental Obligation) and (y) if the Interest Reset Period
is daily or weekly, the Base Rate in effect for each day following the second Business Day
immediately prior to an Interest Payment Date to but excluding such Interest
Payment Date, and for each day following the second Business Day immediately prior to




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the day of
Maturity of the principal of such Supplemental Obligation to but excluding such day of Maturity,
will be the Base Rate in effect on such applicable second Business Day; and provided,
further, if so specified, that any Interest Reset Date shall be subject to adjustment as
provided in the second paragraph under the heading “Payments Due on a Business Day” on the face of
this Security.




          Subject to applicable provisions of law and except as otherwise specified herein or in the
applicable Pricing Supplement, on each Interest Reset Date the interest rate on a Supplemental
Obligation shall be the rate determined in accordance with such of the following Sections 3A(b)
through 3A(k) as provide for determination of the Base Rate for such Supplemental Obligation. The
Calculation Agent (as defined in Section 3C(a) below) shall determine the interest rate on such
Supplemental Obligation in accordance with the applicable Section below.




          Unless the Base Rate is LIBOR or EURIBOR, the Calculation Agent will determine the interest
rate on such Supplemental Obligation that takes effect on any Interest Reset Date on a day no later
than the Calculation Date (as defined in Section 3A(n) below) corresponding to such Interest Reset
Date. However, the Calculation Agent need not wait until the Calculation Date to determine such
interest rate if the rate information it needs to make such determination in the manner specified
in the applicable provisions of Sections 3A(b) through 3A(k) hereof is available from the relevant
sources specified in such applicable provisions.




          Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the
interest rate then in effect on such Supplemental Obligation and, if determined, the interest rate
that will become effective on the next Interest Reset Date.




          (b) Determination of CD Rate. If the Base Rate specified for such Supplemental
Obligation is the CD rate, the Base Rate that takes effect on any Interest Reset Date shall equal
the rate, on the second Business Day immediately preceding such Interest Reset Date (the “CD
Interest Determination Date”), for negotiable U.S. dollar certificates of deposit having the
Index Maturity as published in H.15(519) (as defined in Section 3A(n) below) opposite the heading
“CDs (secondary market)”. If the CD rate cannot be determined as described above, the following
procedures will apply in determining the CD rate:





     (i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York
City time, on the Calculation Date corresponding to such CD Interest Determination Date
(unless the calculation is made earlier and the rate is available from that source at that
time), then the CD rate shall be the rate described above as published in H.15 Daily
Update, or another recognized



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electronic source used for displaying that rate, under the heading “CDs (secondary
market)”.




     (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is available
from one of those sources at that time), then the CD rate shall be the arithmetic mean of
the following secondary market offered rates for negotiable U.S. dollar certificates of
deposit of major U.S. money center banks having a remaining maturity closest to the Index
Maturity specified for such Supplemental Obligation and in a Representative Amount: the
rates offered as of 10:00 A.M., New York City time, on such CD Interest Determination Date,
by three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New
York City, as selected by the Calculation Agent.




     (iii) If fewer than three dealers selected by the Calculation Agent are quoting as
described in clause (ii) above, the CD rate will be the CD rate in effect on such
CD Interest Determination Date (or, in the case of the first Base Reset Date, the Initial
Base Rate).



          (c) Determination of CMS Rate. If the Base Rate specified for such Supplemental
Obligation is the CMS Rate, the Base Rate that takes effect on any Interest Reset Date shall equal
the rate, on the second Business Day immediately preceding such Interest Reset Date (the “CMS
Interest Determination Date”), appearing on the Reuters Screen ISDAFIX2 Page under the heading
“EURIBOR Basis-EUR” or “LIBOR Basis-EUR”, for the Index Maturity, at 10:00 A.M., London time. If
the CMS Rate cannot be determined as described above, the following procedures will apply in
determining the CMS Rate:





     (i) If the rate described above does not appear on Reuters ISDAFIX2 page under the
appropriate heading for the Index Maturity at 10:00 A.M., London time, on the Calculation
Date corresponding to such CMS Interest Determination Date, unless the calculation is made
earlier and the rate is available from that source at that time, then the CMS rate will be
determined on the basis of the mid-market semi-annual swap rate quotations provided by five
leading swap dealers in the London interbank market at approximately 10:00 A.M., London
time, on the CMS Interest Determination Date. For this purpose, the semi-annual swap rate
means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a
30/360 day count basis, of a fixed-for-floating euro interest rate swap transaction with a
term equal to the specified Index Maturity commencing on the CMS Interest Determination
Date with an acknowledged dealer of good credit in the swap market, where the floating leg,
calculated on an actual /360 day



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count basis, is equivalent to EURIBOR (in the case of EURIBOR Basis-EUR) or LIBOR (in
the case of LIBOR Basis-EUR) with a maturity of three months, as such rate may be
determined as provided in Section 3A(f). The Calculation Agent will select the five swap
dealers in its sole discretion and will request the principal London office of each of
those dealers to provide a quotation of its rate.




     (ii) If at least three quotations are provided, the CMS Rate for the CMS Interest
Determination Date will be the arithmetic mean of the quotations, eliminating the highest
and lowest quotations or, in the event of equality, one of the highest and one of the
lowest quotations.




     (iii) If fewer than three quotations are provided, the Calculation Agent will
determine the CMS Rate in its sole discretion.



          (d) Determination of CMT Rate. If the Base Rate specified for such Supplemental
Obligation is the CMT rate, the Base Rate that takes effect on any Interest Reset Date shall equal
the CMT rate on the second Business Day immediately preceding such Interest Reset Date (the
“CMT Interest Determination Date”). “CMT rate” means the following rate as
published in H.15(519) opposite the heading “Treasury constant maturities”, as the yield is
displayed on the Designated CMT Reuters Screen Page (as defined in Section 3A(n) below) under the
heading “ . . . Treasury Constant Maturities . . .”, under the column for the Designated CMT Index
Maturity (as defined in Section 3A(n) below):





     (x) if the Designated CMT Reuters Screen Page is the Reuters Screen FRBCMT Page, the
rate for such CMT Interest Determination Date; or




     (y) if the Designated CMT Reuters Screen Page is the Reuters Screen FEDCMT Page, the
weekly or monthly average, as specified on the face hereof, for the week that ends
immediately before the week in which such CMT Interest Determination Date falls, or for the
month that ends immediately before the month in which such CMT Interest Determination Date
falls, as applicable.


If the CMT rate cannot be determined as described above, the following procedures will apply in
determining the CMT rate:





     (i) If the applicable rate described above is not displayed on the relevant Designated
CMT Reuters Screen Page at 3:00 P.M., New York City time, on the Calculation Date
corresponding to such CMT Interest Determination Date (unless the calculation is made
earlier and the rate is available from that source at that time), then the CMT rate will be
the applicable Treasury constant maturity rate described above — i.e., for
the Designated CMT Index Maturity and for



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either such CMT Interest Determination Date or the weekly or monthly average, as
applicable — as published in H.15(519).




     (ii) If the applicable rate described in clause (i) above does not appear in H.15(519)
at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made
earlier and the rate is available from that source at that time), then the CMT rate will be
the Treasury constant maturity rate, or other U.S. treasury rate, for the Designated CMT
Index Maturity and with reference to such CMT Interest Determination Date, that:




     (A) is published by the Board of Governors of the Federal Reserve System, or
the U.S. Department of the Treasury, and




     (B) is determined by the Calculation Agent to be comparable to the applicable
rate formerly displayed on the Designated CMT Reuters Screen Page and published in
H.15(519).




     (iii) If the rate described in clause (ii) above does not appear in H.15(519) at 3:00
P.M., New York City time, on such Calculation Date (unless the calculation is made earlier
and the rate is available from that source at that time), then the CMT rate will be the
yield to maturity of the arithmetic mean of the following secondary market offered rates
for the most recently issued Treasury Notes (as defined in Section 3A(n) below) having an
original maturity of approximately the Designated CMT Index Maturity, having a remaining
term to maturity of not less than the Designated CMT Index Maturity minus one year and in a
Representative Amount: the offered rates, as of approximately 3:30 P.M., New York City
time, on such CMT Interest Determination Date, of three primary U.S. government securities
dealers in New York City selected by the Calculation Agent. In selecting such offered
rates, the Calculation Agent will request quotations from five such primary dealers and
will disregard the highest quotation — or, if there is equality, one of the highest — and
the lowest quotation — or, if there is equality, one of the lowest.




     (iv) If the Calculation Agent is unable to obtain three quotations of the kind
described in clause (iii) above, the CMT rate will be the yield to maturity of the
arithmetic mean of the following secondary market offered rates for Treasury Notes having
an original maturity longer than the Designated CMT Index Maturity, having a remaining term
to maturity closest to the Designated CMT Index Maturity and in a Representative Amount:
the offered rates, as of approximately 3:30 P.M., New York City time, on such CMT Interest
Determination Date, of three primary U.S. government securities dealers in New York City
selected by the Calculation Agent. In selecting such offered rates, the



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Calculation Agent will request quotations from five such primary dealers and will
disregard the highest quotation — or, if there is equality, one of the highest — and the
lowest quotation — or, if there is equality, one of the lowest. If two Treasury Notes with
an original maturity longer than the CMT Designated Index Maturity have remaining terms to
maturity that are equally close to the Designated CMT Index Maturity, the Calculation Agent
will obtain quotations for the Treasury Notes with the shorter original term to maturity.




     (v) If fewer than five but more than two such primary dealers are quoting as described
in clause (iv) above, then the CMT rate for such CMT Interest Determination Date will be
based on the arithmetic mean of the offered rates so obtained, and neither the highest nor
the lowest of such quotations will be disregarded.




     (vi) If two or fewer primary dealers selected by the Calculation Agent are quoting as
described in clause (v) above, the CMT rate shall be the CMT rate in effect on such CMT
Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial
Base Rate).



          (e) Determination of Commercial Paper Rate. If the Base Rate specified for such
Supplemental Obligation is the commercial paper rate, the Base Rate that takes effect on any
Interest Reset Date shall equal the Money Market Yield (as defined in Section 3A(n) below) of the
rate, for the second Business Day immediately preceding such Interest Reset Date (the
“Commercial Paper Interest Determination Date”), for commercial paper having the Index
Maturity specified in the applicable Pricing Supplement, as published in H.15(519) opposite the
heading “Commercial Paper — Nonfinancial”. If the commercial paper rate cannot be determined as
described above, the following procedures will apply in determining the commercial paper rate:





     (i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York
City time, on the Calculation Date corresponding to such Commercial Paper Interest
Determination Date (unless the calculation is made earlier and the rate is available from
that source at that time), then the commercial paper rate will be the rate, for such
Commercial Paper Interest Determination Date, for commercial paper having the Index
Maturity for such Supplemental Obligation, as published in H.15 Daily Update (as defined in
Section 3A(n) below) or any other recognized electronic source used for displaying that
rate, opposite the heading “Commercial Paper — Nonfinancial”.




     (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is



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made earlier and the rate is available from one of those sources at that time), the
commercial paper rate will be the Money Market Yield of the arithmetic mean of the
following offered rates for U.S. dollar commercial paper that has the Index Maturity and is
placed for an industrial issuer whose long-term bond rating is “AA”, or the equivalent,
from a nationally recognized rating agency: the rates offered as of 11:00 A.M., New York
City time, on such Commercial Paper Interest Determination Date by three leading U.S.
dollar commercial paper dealers in New York City selected by the Calculation Agent.




     (iii) If fewer than three dealers selected by the Calculation Agent are quoting as
described in clause (ii) above, the commercial paper rate shall be the commercial paper
rate in effect on such Commercial Paper Interest Determination Date (or, in the case of the
first Interest Reset Date, the Initial Base Rate).



          (f) Determination of EURIBOR. If the Base Rate specified for such Supplemental
Obligation is EURIBOR, the Base Rate that takes effect on any Interest Reset Date shall equal the
interest rate for deposits in euros designated as “EURIBOR” and sponsored jointly by the European
Banking Federation and ACI — The Financial Markets Association (or any company established by the
joint sponsors for purposes of compiling and publishing that rate) on the second Euro Business Day
(as defined in Section 3C(b) below) before such Interest Reset Date (a “EURIBOR Interest
Determination Date”), and will be determined in accordance with the following provisions:





     (i) EURIBOR will be the offered rate for deposits in euros having the Index Maturity
beginning on such Interest Reset Date, as that rate appears on the Reuters Screen EURIBOR01
Page as of 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date.




     (ii) If the rate described in clause (i) above does not so appear on the Reuters
Screen EURIBOR01 Page, EURIBOR will be determined on the basis of the rates, at
approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, at
which deposits of the following kind are offered to prime banks in the Euro-Zone (as
defined in Section 3C(b) below) interbank market by the principal Euro-Zone office of each
of four major banks in that market selected by the Calculation Agent: euro deposits having
the specified Index Maturity beginning on such Interest Reset Date and in a Representative
Amount. The Calculation Agent will request the principal Euro-Zone office of each of these
banks to provide a quotation of its rate. If at least two quotations are provided, EURIBOR
for such EURIBOR Interest Determination Date will be the arithmetic mean of such
quotations.



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     (iii) If fewer than two quotations are provided as described in clause (ii) above,
EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of the
rates for loans of the following kind to leading Euro-Zone banks quoted, at approximately
11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major
banks in the Euro-Zone selected by the Calculation Agent: loans of euros having the
specified Index Maturity beginning on such Interest Reset Date and in a Representative
Amount.




     (iv) If fewer than three banks selected by the Calculation Agent are quoting as
described in clause (iii) above, EURIBOR shall be the EURIBOR in effect on such EURIBOR
Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial
Base Rate).



          (g) Determination of Federal Funds Rate. If the Base Rate specified for such
Supplemental Obligation is the Federal Funds (Effective) Rate, the Base Rate that takes effect on
any Interest Reset Date shall equal the rate, on the second Business Day immediately preceding such
Interest Reset Date (the “Federal Funds Interest Determination Date”), as published in
H.15(519) opposite the heading “Federal funds (effective)”, as that rate is displayed on the
Reuters Screen FEDFUNDS1 Page under the heading “EFFECT”. If the Federal Funds (Effective) Rate
cannot be determined as described above, the following procedures will apply in determining the
Federal Funds (Effective) Rate:





     (i) If the rate described above is not displayed on the Reuters Screen FEDFUNDS1 Page
at 3:00 P.M., New York City time, on the Calculation Date corresponding to such Federal
Funds Interest Determination Date (unless the calculation is made earlier and the rate is
available from that source at that time), then the Federal Funds (Effective) Rate will be
the rate described above as published in H.15 Daily Update, or another recognized
electronic source used for displaying that rate, opposite the heading “Federal funds
(effective)”.




     (ii) If the rate described in clause (i) above is not displayed on the Reuters Screen
FEDFUNDS1 Page and does not appear in H.15 (519), H.15 Daily Update or another recognized
electronic source at 3:00 P.M., New York City time, on such Calculation Date (unless the
calculation is made earlier and the rate is available from one of those sources at that
time), the Federal Funds (Effective) Rate will be the arithmetic mean of the rates for the
last transaction in overnight, U.S. dollar federal funds arranged, before 9:00 A.M., New
York City time, on such Federal Funds Interest Determination Date, by three leading brokers
of U.S. dollar federal funds transactions in New York City selected by the Calculation
Agent.



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     (iii) If fewer than three brokers selected by the Calculation Agent are quoting as
described in clause (ii) above, the Federal Funds (Effective) Rate will be the Federal
Funds (Effective) Rate in effect on such Federal Funds Interest Determination Date (or, in
the case of the first Interest Reset Date, the Initial Base Rate).



          If the Base Rate specified for such Supplemental Obligation is the Federal Funds Open Rate,
the Base Rate that takes effect on any Interest Reset Date shall equal the rate, on the Federal
Funds Interest Determination Date, as published in H.15(519) under the heading “Federal funds” and
opposite the caption “Open”, as that rate is displayed on the Reuters Screen Page 5. If the
Federal Funds Open Rate cannot be determined as described above, the following procedures will
apply in determining the Federal Funds Open Rate:





     (i) If the rate described above is not displayed on the Reuters Screen Page 5 at 5:00
P.M., New York City time, on such Federal Funds Interest Determination Date (unless the
calculation is made earlier and the rate is available from that source at that time), then
the Federal Funds Open Rate will be the rate for such day displayed on the FFPREBON Index
page on Bloomberg (which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a
successor) on Bloomberg).




     (ii) If the rate described in clause (i) above is not displayed on the Reuters Screen
Page 5 and does not appear on the FFPREBON Index on Bloomberg at 5:00 P.M., New York City
time, on such Federal Funds Interest Determination Date (unless the calculation is made
earlier and the rate is available from one of those sources at that time), the Federal
Funds Open Rate will be the arithmetic mean of the rates for the last transaction in
overnight, U.S. dollar federal funds arranged, before 9:00 A.M., New York City time, on
such Federal Funds Interest Determination Date, quoted by three leading brokers of U.S.
dollar federal funds transactions in New York City selected by the Calculation Agent.




     (iii) If fewer than three brokers selected by the Calculation Agent are quoting as
described in clause (ii) above, the Federal Funds Open Rate will be the Federal Funds Open
Rate in effect on such Federal Funds Interest Determination Date (or, in the case of the
first Interest Reset Date, the Initial Base Rate).



          (h) Determination of LIBOR. If the Base Rate specified for such Supplemental
Obligation is LIBOR, the Base Rate that takes effect on any Interest Reset Date shall be LIBOR on
the corresponding LIBOR Interest Determination Date (as defined in Section 3A(n) below). LIBOR
will be the offered rate appearing on the Reuters Screen LIBOR Page (as defined in Section 3A(n)
below) as of 11:00 A.M.,




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London time, on such LIBOR Interest Determination Date for deposits of the Index Currency
having the Index Maturity beginning on such Interest Reset Date:





     (i) If LIBOR does not so appear on the Reuters Screen LIBOR Page, then LIBOR will be
determined on the basis of the rates, at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date, at which deposits of the following kind are offered to
prime banks in the London interbank market by four major banks in that market selected by
the Calculation Agent: deposits of the Index Currency having the specified Index Maturity
beginning on the relevant Interest Reset Date and in a Representative Amount (as defined in
Section 3A(n) below). The Calculation Agent will request the principal London office of
each such bank to provide a quotation of its rate. If at least two quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of
the quotations.




     (ii) If fewer than two quotations are provided as described in clause (i) above, LIBOR
for such LIBOR Interest Determination Date will be the arithmetic mean of the rates for
loans of the following kind to leading European banks quoted, at approximately 11:00 A.M.
in the principal financial center for the country issuing the Index Currency, on such LIBOR
Interest Determination Date, by three major banks in that principal financial center
selected by the Calculation Agent: loans of the Index Currency having the specified Index
Maturity beginning on such Interest Reset Date and in a Representative Amount.




     (iii) If fewer than three banks selected by the Calculation Agent are quoting as
described in clause (ii) above, LIBOR will be the LIBOR in effect on such LIBOR Interest
Determination Date (or, in the case of the first Interest Reset Date, the Initial Base
Rate).



          (i) Determination of Prime Rate. If the Base Rate specified for such Supplemental
Obligation is the prime rate, the Base Rate that takes effect on any Interest Reset Date shall
equal the rate, for the second Business Day immediately preceding such Interest Reset Date (the
“Prime Interest Determination Date”), published in H.15(519) opposite the heading “Bank
prime loan”. If the prime rate cannot be determined as described above, the following procedures
will apply in determining the prime rate:





     (i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York
City time, on the Calculation Date corresponding to such Prime Interest Determination Date
(unless the calculation is made earlier and the rate is available from that source at that
time), then the prime rate will be the rate, for such Prime Interest Determination Date, as
published in H.15 Daily Update or



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another recognized electronic source used for the purpose of displaying that rate,
opposite the heading “Bank prime loan”.




     (ii) If the rate described in clause (i) above does not appear in H.15(519), H.15
Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is available
from one of those sources at that time), then the prime rate will be the arithmetic mean of
the following rates as they appear on the Reuters Screen USPRIME1 Page (as defined in
Section 3A(n) below): the rate of interest publicly announced by each bank appearing on
that page as that bank’s prime rate or base lending rate, as of 11:00 A.M., New York City
time, on such Prime Interest Determination Date.




     (iii) If fewer than four of the rates referred to in clause (ii) above appear on the
Reuters Screen USPRIME1 Page, the prime rate will be the arithmetic mean of the prime rates
or base lending rates, as of the close of business on such Prime Interest Determination
Date, of three major banks in New York City selected by the Calculation Agent. For this
purpose, the Calculation Agent will use rates quoted on the basis of the actual number of
days in the year divided by a 360-day year.




     (iv) If fewer than three banks selected by the Calculation Agent are quoting as
described in clause (iii) above, the prime rate shall be the prime rate in effect on such
Prime Interest Determination Date (or, in the case of the first Interest Reset Date, the
Initial Base Rate).



          (j) Determination of Treasury Rate. If the Base Rate specified for such Supplemental
Obligation is the treasury rate, the Base Rate that takes effect on any Interest Reset Date shall
equal the rate for the auction on the corresponding Treasury Interest Determination Date (as
defined in Section 3A(n) below) of direct obligations of the United States (“Treasury
Bills”) having the Index Maturity specified for such Supplemental Obligation, as that rate
appears on the Reuters Screen USAUCTION10 Page or the Reuters Screen USAUCTION11 Page under the
heading “INVEST RATE”. If the treasury rate cannot be determined as described above, the following
procedures will apply in determining the treasury rate:





     (i) If the rate described above does not appear on either the Reuters Screen
USAUCTION10 or USAUCTION11 Page at 3:00 P.M., New York City time, on the Calculation Date
corresponding to such Treasury Interest Determination Date (unless the calculation is made
earlier and the rate is available from that source at that time), the treasury rate will be
the Bond Equivalent Yield (as defined in Section 3A(n) below) of the rate, for such
Treasury Interest



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Determination Date and for Treasury Bills having the Index Maturity, specified for
such Supplemental Obligation, as announced by the U.S. Department of the Treasury.




     (ii) If the auction rate described in clause (i) above is not so announced by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is held for the
relevant week, then the treasury rate will be the Bond Equivalent Yield of the rate, for
such Treasury Interest Determination Date and for Treasury Bills having the Index Maturity
specified for such Supplemental Obligation, as published in H.15(519) under the heading
“U.S. government securities/Treasury bills (secondary market)”.




     (iii) If the rate described in clause (ii) above does not appear in H.15(519) at 3:00
P.M., New York City time, on such Calculation Date (unless the calculation is made earlier
and the rate is available from one of those sources at that time), then the treasury rate
will be the rate, for such Treasury Interest Determination Date and for Treasury Bills
having the Index Maturity specified for such Supplemental Obligation, as published in H.15
Daily Update, or another recognized electronic source used for displaying that rate, under
the heading “U.S. government securities/ Treasury bills (secondary market)”.




     (iv) If the rate described in clause (iii) above does not appear in H.15 Daily Update
or another recognized electronic source at 3:00 P.M., New York City time, on such
Calculation Date (unless the calculation is made earlier and the rate is available from one
of those sources at that time), the treasury rate will be the Bond Equivalent Yield of the
arithmetic mean of the following secondary market bid rates for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity specified for such Supplemental
Obligation: the rates bid as of approximately 3:30 P.M., New York City time, on such
Treasury Interest Determination Date, by three primary U.S. government securities dealers
in New York City selected by the Calculation Agent.




     (v) If fewer than three dealers selected by the Calculation Agent are quoting as
described in clause (iv) above, the treasury rate shall be the treasury rate in effect on
such Treasury Interest Determination Date (or, in the case of the first Interest Reset
Date, the Initial Base Rate).



          (k) Determination of 11th District Rate. If the Base Rate specified for such
Supplemental Obligation is the 11th district rate (which term refers to the Eleventh District Cost
of Funds Rate), the Base Rate that takes effect on any Interest Reset Date shall equal the 11th
district rate on the 11th District Interest Determination Date (as defined in Section 3A(n) below)
corresponding to such Interest Reset Date. The




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-25-









 




11th district rate on any 11th District Interest Determination Date shall be the rate equal to
the monthly weighted average cost of funds for the calendar month immediately before such date, as
displayed on the Reuters Screen COFI/ARMS Page opposite the heading “11TH Dist COFI:” as of 11:00
A.M., San Francisco time, on such date. If the 11th district rate cannot be determined as described
above, the following procedures will apply in determining the 11th district rate:





     (i) If the rate described above does not appear on the Reuters Screen COFI/ARMS Page
on such 11th District Interest Determination Date, then the 11th district rate on such date
will be the monthly weighted average cost of funds paid by institutions that are members of
the Eleventh Federal Home Loan Bank District for the calendar month immediately preceding
such date, as most recently announced by the Federal Home Loan Bank of San Francisco as
such monthly weighted average cost of funds.




     (ii) If the Federal Home Loan Bank of San Francisco fails to announce the cost of
funds described in clause (i) above on or before such 11th District Interest Determination
Date, the 11th district rate that takes effect on such Interest Reset Date will be the 11th
district rate in effect on such 11th District Interest Determination Date (or, in the case
of the first Interest Reset Date, the Initial Base Rate).



          Any
of the interest rates determined in accordance with
Sections 3A(b) - (k) will be adjusted
by the addition or subtraction of the Spread, if any, specified for such Supplemental Obligation or
by multiplying such Base Rate by the Spread Multiplier, if any, specified for such Supplemental
Obligation.




          (l) Minimum and Maximum Limits. Notwithstanding the foregoing, the rate at which
interest accrues on such Supplemental Obligation (i) shall not at any time be higher than the
maximum rate, if any, or less than the minimum rate, if any, specified in the applicable Pricing
Supplement, in each case on an accrual basis, and (ii) shall not at any time be higher than the
maximum rate permitted by New York law, as the same may be modified by United States law of general
application.




          (m) Calculation of Interest. Payments of interest on such Supplemental Obligation
with respect to any Interest Payment Date or at the Maturity of the principal thereof will include
interest accrued to but excluding such Interest Payment Date or the date of such Maturity, as the
case may be. Accrued interest from the date of issue or from the last date to which interest has
been paid or made available for payment shall be calculated by the Calculation Agent by multiplying
the principal amount of such Supplemental Obligation by an accrued interest factor for the Interest
Period specified in the applicable Pricing Supplement. Such accrued interest factor shall be
expressed as a




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decimal and computed by multiplying the interest rate (also expressed as a decimal) in effect
on the applicable period by the Day Count Convention specified in the applicable Pricing Supplement
for such Interest Period.




          All percentages resulting from any calculation with respect to such Supplemental Obligation
will be rounded upward or downward, as appropriate, to the next higher or lower one
hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541) being rounded down to
9.87654% (or .0987654) and 9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655) ).
All amounts used in or resulting from any calculation with respect to such Supplemental Obligation
will be rounded upward or downward, as appropriate, to the nearest cent, in the case of U.S.
dollars, or to the nearest corresponding hundredth of a unit, in the case of a currency other than
U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being
rounded upward.




          (n) Definitions of Calculation Terms. As used with respect to such Supplemental Obligation,
the following terms have the meanings set forth below:




          “Bond Equivalent Yield” means a yield expressed as a percentage and calculated in
accordance with the following formula:




	 	 	 	 	 	 	 
	 

	 	Bond Equivalent Yield =
	 	D x N
 

360 – (D x M)
	 	x 100,






     where




	 	•	 	“D” equals the annual rate for Treasury Bills quoted on a bank discount basis and
expressed as a decimal;
	 
	 	•	 	“N” equals 365 or 366, as the case may be; and
	 
	 	•	 	“M” equals the actual number of days in the applicable Interest Reset Period.





          The “Calculation Date” corresponding to any Commercial Paper Interest Determination
Date, Prime Interest Determination Date, LIBOR Interest Determination Date, EURIBOR Interest
Determination Date, Treasury Interest Determination Date, CMT Interest Determination Date, CD
Interest Determination Date, CMS Interest Determination Date, Federal Funds Interest Determination
Date or 11th District Interest Determination Date, as the case may be, means the earlier of:




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     (i) the tenth day after such Interest Determination Date or, if any such day is not a
Business Day, the next succeeding Business Day; and




     (ii) the Business Day immediately preceding the Interest Payment Date or the date of
Maturity of the principal of such Supplemental Obligation, whichever is the day on which
the next payment of interest will be due.


The Calculation Date corresponding to any Interest Reset Date means the Calculation Date
corresponding to the relevant interest determination date immediately preceding such Interest Reset
Date.




          “Designated CMT Index Maturity” means, if the Base Rate is the CMT Rate, the Index
Maturity for such Supplemental Obligation and will be the original period to maturity of a U.S.
Treasury security — either 1, 2, 3, 5, 7, 10, 20 or 30 years — specified on the face hereof,
provided that, if no such original maturity period is so specified, the Designated CMT
Index Maturity will be 2 years.




          “Designated CMT Reuters Screen Page” means, if the Base Rate is the CMT Rate, the
Reuters Screen Page specified in the applicable Pricing Supplement that displays Treasury constant
maturities as reported in H.15(519), provided that, if no Reuters Screen Page is so
specified, then the applicable page will be the Reuters Screen FEDCMT Page and provided,
further, that if the Reuters Screen FEDCMT Page applies but it is not specified in the
applicable Pricing Supplement whether the weekly or monthly average applies, the weekly average
will apply.




          “H.15(519)” means the weekly statistical release designated as such published by the
Federal Reserve System Board of Governors, or its successor, available through the website of the
Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update/h15upd.htm, or any successor site or
publication.




          “H.15 Daily Update” means the daily update of H.15(519), available through the website
of the Board of Governors of the Federal Reserve System, at
http://www.federalreserve.gov/releases/h15/update/h15upd.htm, or any successor site or
publication.




          “Interest Period” means the period from and including an Interest Payment Date (or,
with respect to the initial Interest Period, the Original Issue Date) to but excluding the next
succeeding Interest Payment Date.




          The “LIBOR Interest Determination Date” corresponding to any Interest Reset Date means
the second London Business Day preceding such Interest Reset Date,




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unless the Index Currency is pounds sterling, in which case the LIBOR Interest Determination
Date will be the Interest Reset Date.




          “Money Market Yield” means a yield expressed as a percentage and calculated in
accordance with the following formula:




	 	 	 	 	 	 
	 

	Money Market Yield =
	 	D x 360
 

360 – (D x M)
	 	x 100,






     where




	 	•	 	“D” equals the per annum rate for commercial paper quoted on a bank discount basis
and expressed as a decimal; and
	 
	 	•	 	“M” equals the actual number of days in the applicable Interest Reset Period.





          “Representative Amount” means an amount that, in the Calculation Agent’s judgment, is
representative of a single transaction in the relevant market at the relevant time.




          “Reuters Screen” means the display on the Reuters 3000 Xtra service or any successor
or replacement service, on the page or pages, or any successor or replacement page or pages on that
service.




          “Reuters Screen LIBOR Page” means the display on the Reuters Screen LIBOR01 Page or
Reuters Screen LIBOR02 Page, as specified in the applicable Pricing Supplement, or any successor or
replacement service, on which London interbank rates of major banks for the Index Currency are
displayed.




          “Reuters Screen USPRIME1 Page” means the display on the Reuters Screen page titled
“USPRIME1”, for the purpose of displaying prime rates or base lending rates of major U.S. banks.




          “Spread” means the number of basis points (each being one one-hundredth of a
percentage point) specified in the applicable Pricing Supplement to be added to or subtracted from
the Base Rate for a Floating Rate Note to determine the applicable interest rate.




          “Spread Multiplier” is the percentage specified in the applicable Pricing Supplement
by which the Base Rate for a Floating Rate Note will be multiplied to determine the applicable
interest rate.




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          The “Treasury Interest Determination Date” corresponding to any Interest Reset Date
means the day of the week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned. If, as the result of a legal holiday, an auction is so held on the Friday
in the week immediately preceding the week in which such Interest Reset Day falls, such Friday will
be the corresponding Treasury Interest Determination Date. If an auction date shall fall on a day
that would otherwise be an Interest Reset Date, then such Interest Reset Date shall instead be the
first Business Day immediately following such auction date.




          “Treasury Notes” means direct, noncallable, fixed rate obligations of the U.S.
government.




          The “11th District Interest Determination Date” corresponding to a particular Interest
Reset Date will be the last working day, in the first calendar month immediately preceding such
Interest Reset Date, on which the Federal Home Loan Bank of San Francisco publishes the monthly
average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District
for the second calendar month immediately preceding such Interest Reset Date.




          References in this Security to a particular heading or headings on any of Designated CMT
Reuters Screen Page, H.15(519), H.15 Daily Update, Reuters Screen LIBOR Page, Reuters Screen
USPRIME 1 Page, Reuters Screen USAUCTION10 Page, Reuters Screen USAUCTION11 Page, Reuters Screen
ISDAFIX2 Page, Reuters Screen COFI/ARMS Page, Reuters Screen Page 5 or Reuters Screen include any
successor or replacement heading or headings as determined by the Calculation Agent.




          3B. Interest Rate on Indexed Notes




          In the case of any Supplemental Obligation that is an Indexed Note, the manner of calculating
interest payable thereon shall be determined as provided in the applicable Pricing Supplement.




          3C. Payments — Other Terms




          The provisions of this Section 3C apply to all Supplemental Obligations.




          (a) Calculation Agent and Exchange Rate Agent. With respect to any Supplemental
Obligation, the “Calculation Agent” or the “Exchange Rate Agent” shall initially mean the Person
(if any) named as such agent in the applicable Pricing Supplement, provided that the
Company may, in its sole discretion, appoint any other institution (including any Affiliate of the
Company) to serve as any such agent for such Supplemental Obligation from time to time. The
Company will give the Trustee prompt written notice of any change in any such appointment. Insofar
as this Security or the




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-30-









 




applicable Pricing Supplement 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 any such agent, Affiliates of any
such agent or Affiliates of the Company.




          All determinations made by the Calculation Agent or the Exchange Rate Agent with regard to a
Supplemental Obligation 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. Neither the Calculation Agent nor the Exchange Rate Agent shall have any liability
therefor.




          (b) Other Definitions. “Business Day” means, for any Supplemental Obligation,
a day that meets the requirements set forth in each of clauses (i) through (v) below, in each case
to the extent such requirements apply to such Supplemental Obligation as specified below:





	 	(i)	 	is a New York Business Day;
	 
	 	(ii)	 	if the Base Rate is LIBOR, is also a London Business Day;
	 
	 	(iii)	 	if the Specified Currency for payment of principal of or interest on such
Supplemental Obligation 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;
	 
	 	(iv)	 	if the Base Rate is EURIBOR or if the Specified Currency for payment of
principal of or interest on such Supplemental Obligation is euros, or the Base Rate is
LIBOR for which the Index Currency is euros, is also a Euro Business Day; and
	 
	 	(v)	 	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.




Solely when used in the third paragraph under the heading “Currency of Payment” on the face of the
relevant Supplemental Obligation, the meaning of the term “Business Day” shall be determined as if
the Base Rate for such Supplemental Obligation is neither LIBOR nor EURIBOR.




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-31-









 





          “Day Count Convention” means:





	 	(i)	 	if “1/1 (ISDA)”, 1;
	 
	 	(ii)	 	if “Actual/Actual (ISDA)” or “Act/Act (ISDA)”, the number of days in the
Interest Period divided by 365 (or, if any portion of that Interest Period falls in a
leap year, the sum of (1) the number of days in that portion of the Interest Period
falling in a leap year divided by 366 and (2) the number of days in that portion of
the Interest Period falling in a non-leap year divided by 365);
	 
	 	(iii)	 	if “Actual/Actual (ICMA)”, the number of days in the Interest Period,
including February 29 in a leap year, divided by 360 or, if the Specified Currency is
euro or pounds sterling, the number of days in the calendar year;
	 
	 	(iv)	 	if “Actual/Actual (Bond)”, the number of calendar days in the Interest
Period, divided by the number of calendar days in the Interest Period multiplied by
the number of Interest Periods in the calendar year;
	 
	 	(v)	 	if “Actual/Actual (Euro)”, the number of calendar days in the Interest Period
divided by 365 or, if the Interest Period includes February 29, 366;
	 
	 	(vi)	 	if “Actual/365 (Fixed)”, “Act/365 (Fixed)”, “A/365 (Fixed)” or “A365F”, the
actual number of days in the Interest Period divided by 365;
	 
	 	(vii)	 	if “Actual/360 (ISDA)”, “Act/360 (ISDA)” or “A/360 (ISDA)”, the number of
days in the Interest Period divided by 360;
	 
	 	(viii)	 	if “Actual/360 (ICMA)”, the number of calendar days in the period, including
February 29 in a leap year, divided by 360 days;
	 
	 	(ix)	 	if “30/360 (ISDA)”, “360/360 (ISDA)” or “Bond Basis (ISDA)”, the number of
days in the Interest Period in respect of which payment is being made divided by 360,
calculated on a formula basis as follows:





	 	 	 	 	 	 	 	 	 
	 
	 	Day Count Fraction = 	 	[360 X
(Y2
– Y1)]
+ [30 X
(M2
– M1)]
+
(D2
– D1)	 	 
	 
	 	 	 	 
	 
	 	 	360	 	 






     where




	 	•	 	“Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;





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-32-









 






	 	•	 	“Y2” is the year, expressed as a number, in which the day immediately
following the last day included in the Interest Period falls;
	 
	 	•	 	“M1” is the calendar month, expressed as a number, in which the first
day of the Interest Period falls;
	 
	 	•	 	“M2” is the calendar month, expressed as a number, in which the day
immediately following the last day included in the Interest Period falls;
	 
	 	•	 	“D1” is the first calendar day, expressed as a number, of the Interest
Period, unless such number would be 31, in which case D1 will be 30; and
	 
	 	•	 	“D2” is the calendar day, expressed as a number, immediately following
the last day included in the Interest Period, unless such number would be 31 and
D1 is greater than 29, in which case D2 will be 30; and






	(x)	 	if “30E/360”, “30E/360 (ISDA)” or “Eurobond Basis”, the number of days in the Interest Period
in respect of which payment is being made divided by 360, calculated on a formula basis as
follows:





	 	 	 	 	 	 	 	 	 
	 
	 	Day Count Fraction = 	 	[360 X
(Y2
– Y1)]
 + [30 X
(M2
–
M1)]
+ (D2 – D1)	 	 
	 
	 	 	 	 
	 
	 	 	360	 	 






     where




	 	•	 	“Y1” is the year, expressed as a number, in which the first day of the
Interest Period falls;
	 
	 	•	 	“Y2” is the year, expressed as a number, in which the day immediately
following the last day included in the Interest Period falls;
	 
	 	•	 	“M1” is the calendar month, expressed as a number, in which the first
day of the Interest Period falls;
	 
	 	•	 	“M2” is the calendar month, expressed as a number, in which the day
immediately following the last day included in the Interest Period falls;
	 
	 	•	 	“D1” is the first calendar day, expressed as a number, of the Interest
Period, unless such number would be 31, in which case D1 will be 30; and





          “D2” is the calendar day, expressed as a number, immediately following the last day
included in the Interest Period, unless (1) such number would be 31, and (2),




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-33-









 




if “30E/360 (ISDA)” is specified, that day is also the last day of February, in which case
D2 will be 30.




          “EMU Countries” means, at any time, the countries (if any) then participating in the
European Economic and Monetary Union (or any successor union) pursuant to the Treaty on European
Union of February 1992 (or any successor treaty), as it may be amended from time to time.




          “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.




          “Euro-Zone” means, at any time, the region comprised of the EMU Countries.




          “Index Currency” means, with respect to a Supplemental Obligation that has a LIBOR
base rate, the currency specified as such in the applicable pricing supplement.




          “Index Maturity” means, with respect to a Supplemental Obligation, the period to
maturity of the instrument or obligation on which the interest rate formula is based, as specified
in the applicable Pricing Supplement.




          “London Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in London generally are authorized or obligated by law,
regulation or executive order to close and, if the Base Rate for such Supplemental Obligation is
LIBOR, is also a day on which dealings in the Index Currency are transacted in the London interbank
market.




          “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.




          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.




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-34-









 





          With respect to any Supplemental Obligation, 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 for such Supplemental Obligation.




          4. Redemption at the Company’s Option




          Unless a redemption commencement date is specified in the applicable Pricing Supplement, a
Supplemental Obligation shall not be redeemable at the option of the Company before the Stated
Maturity of the principal thereof. If a redemption commencement date is so specified, and unless
otherwise specified in the applicable Pricing Supplement, such Supplemental Obligation 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, as a whole or in part, at the election of the
Company and at the redemption price specified in the applicable Pricing Supplement (expressed as a
percentage of the principal amount of such Supplemental Obligation 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 dates referred to on the face
hereof, all as provided in the 2008 Indenture.




          5. Repayment at the Holder’s Option




          Except as otherwise may be provided in the applicable Pricing Supplement, if one or more
repayment dates are specified in the applicable Pricing Supplement, the principal of a Supplemental
Obligation will be repayable in whole or in part in an amount equal to any Authorized Denomination
(provided that the remaining principal amount of any Supplemental Obligation 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 in the
applicable Pricing Supplement (expressed as a percentage of the principal amount to be repaid),
together with accrued interest to the applicable repayment date (but interest installments due on
or prior to such repayment date will be payable to the Holder of this Security, or one or more
Predecessor Securities, of record at the close of business on the relevant Regular Record Date as
provided in the 2008 Indenture). With respect to any Supplemental Obligation, if the applicable
Pricing Supplement 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.




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-35-









 





          In order for the exercise of such option to be effective and the principal amount of a
Supplemental Obligation to be repaid, the Company must receive at the applicable address of the
Trustee set forth below (or at such other place or places of which the Company shall from time to
time notify the Holder of this Security), on any Business Day not later than the 15th, and not
earlier than the 25th, calendar day prior to the applicable repayment date (or, if either such
calendar day is not a Business Day, the next succeeding Business Day), either (i) 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 such Supplemental Obligation and the portion thereof 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 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 such form duly completed and signed is 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 Supplemental Obligation for repayment will be determined by the
Company, whose determination will be final and binding. Notwithstanding the foregoing, 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 the option of the Holder to elect repayment may be exercised in any such manner as the Company
may approve.




          6. Transfer and Exchange




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




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-36-









 





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




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




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.




          This Security is a Global Security and is subject to the provisions of the 2008 Indenture
relating to Global Securities, including the limitations in Section 3.05 thereof on transfers and
exchanges of Global Securities.




          This Security is a Master Note and may be exchanged at any time, solely upon the request of
the Company to the Trustee, for one or more Global Securities in the same aggregate principal
amount, each of which may or may not be a Master Note, as requested by the Company. Each such
replacement Global Security that is a Master Note shall reflect such of the Supplemental
Obligations as the Company shall request. Each such replacement Global Security that is not a
Master Note shall represent one (and only one) Supplemental Obligation as requested by the Company,
and such Global Security shall be appropriately modified so as to reflect the terms of such
Supplemental Obligation.




          7. Defeasance




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




          8. Remedies




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




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-37-









 





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




          If so provided pursuant to the terms of any specific Securities, the above-referenced
provisions of the 2008 Indenture regarding the ability of Holders to waive certain defaults, or to
request the Trustee to institute proceedings (or to give the Trustee other directions) in respect
thereof, may be applied differently with regard to such Securities.




          No reference herein to the 2008 Indenture and no provision of this Security or of the 2008
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.




          9. Modification and Waiver




          The 2008 Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities to be affected under the 2008 Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of all Securities at the time
Outstanding to be affected, considered




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together as one class for this purpose (such Securities to be affected may be Securities of the
same or different series and, with respect to any series, may comprise fewer than all the
Securities of such series). The 2008 Indenture also contains provisions (i) permitting the Holders
of a majority in principal amount of the Securities at the time Outstanding to be affected under
the 2008 Indenture, considered together as one class for this purpose (such affected Securities may
be Securities of the same or different series and, with respect to any particular series, may
comprise fewer than all the Securities of such series), on behalf of the Holders of all Securities
so affected, to waive compliance by the Company with certain provisions of the 2008 Indenture and
(ii) permitting the Holders of a majority in principal amount of the Securities at the time
Outstanding of any series to be affected under the 2008 Indenture (with each such series considered
separately for this purpose), on behalf of the Holders of all Securities of such series, to waive
certain past defaults under the 2008 Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.




          10. Governing Law




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







(Reverse of Security continued on next page)





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	MASTER NOTE CUSIP NO.

	 	 	 	 
	 

	 	 	 	 
	SUPPLEMENTAL OBLIGATION:
	 	 	 	 
	 

	 	 	 	 
	Pricing Supplement No. and Date:
	 	 	 	 
	 

	 	 	 	 
	Original Issue Date:
	 	 	 	 
	 

	 	 	 	 





THE GOLDMAN SACHS GROUP, INC.

MEDIUM-TERM NOTE, SERIES D

(Master Note)




OPTION TO ELECT REPAYMENT




TO BE
COMPLETED ONLY IF THE SUPPLEMENTAL OBLIGATION 
REFERENCED IN THIS NOTICE

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
Supplemental Obligation 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 Supplemental Obligation, 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 Supplemental Obligation 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 the Security specified above are
used herein as defined therein.




(Reverse of Security continued on next page)


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          For such Supplemental Obligation 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) 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
Supplemental Obligation and the amount of such Supplemental Obligation to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby and (d) a guarantee stating
that the form entitled “Option to Elect Repayment” on the addendum to such 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 form duly completed and signed is
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 places as the Company or the Trustee shall notify the Holder of such Security.





(Reverse of Security continued on next page)


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



 





	 	 	 	 	 	 	 	 	 
	 
	Date:

	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

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




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ABBREVIATIONS




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




          TEN COM — as tenants in common




          TEN ENT — as tenants by the entireties




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




	 	 	 	 	 	 	 	 	 	 	 
	          UNIF GIFT MIN ACT -
	 	 	 	Custodian
	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	(Cust)
	 	 	 	(Minor)	 	 





under Uniform Gifts to Minors Act


 



(State)




Additional abbreviations may also be used

though not in the above list.



 





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ASSIGNMENT




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




 




PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 
	 


	 	 





 



 



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



 



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




 



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




Dated:                     




Signature Guaranteed




	 	 	 	 	 	 	 
	 
	 

NOTICE: Signature must be
guaranteed.

	 	 	 	 

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





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SCHEDULE A




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Decrease	 	Increase	 	Effective Date	 	 
	Pricing	 	Principal Amount of	 	Original	 	in Principal	 	in Principal	 	of Increase or	 	 
	Supplement No.	 	Supplemental Obligation	 	Issue Date	 	Amount	 	Amount	 	Decrease	 	Trustee Notation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






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