EX-4.46






Exhibit 4.46




[FORM OF FLOATING RATE SENIOR DEBT SECURITY]




			
	 	 	 
	Registered No.
	 	CUSIP No.
	 
	 	ISIN No.






(Face of Security)




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




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




          [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]




          [INSERT ANY LEGEND REQUIRED BY THE EMPLOYEE RETIREMENT INCOME SECURITY ACT AND THE REGULATIONS
THEREUNDER.]




          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)




 









 





Title of Series:                    

Title of Securities:                     




THE GOLDMAN SACHS GROUP, INC.




[TITLE OF SECURITY]




          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), for value received, hereby promises to pay to ___, or registered assigns, the
principal sum of ___on ___and to pay interest thereon, from ___or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, ___on ___in each year (each, an
“Interest Payment Date”), commencing on ___and at the Maturity of the principal hereof, until the
principal hereof is paid or made available for payment, at the rate of [IF APPLICABLE, INSERT -
___% above][LIBOR][EURIBOR], determined in accordance with the following provisions and reset
effective each Interest Reset Date. [IF FOLLOWING BUSINESS DAY CONVENTION APPLIES, INSERT — If an
Interest Payment Date would otherwise be a day that is not a Business Day, the Interest Payment
Date will be postponed to the next day that is a Business Day. [IF MODIFIED FOLLOWING BUSINESS DAY
CONVENTION APPLIES, ALSO INSERT – However, if that Business Day is in the next succeeding calendar
month, the Interest Payment Date will instead be advanced to the immediately preceding day that is
a Business Day.]] [IF FOLLOWING UNADJUSTED BUSINESS DAY CONVENTION APPLIES, INSERT – If an Interest
Payment Date would otherwise be a day that is not a Business Day, the payment due on that Interest
Payment Date will be postponed to the next day that is a Business Day; provided,
however,
that interest due with respect to such Interest Payment Date shall not accrue from and
including such Interest




(Face of Security continued on next page)




-2-









 




Payment Date shall not accrue from and including such Interest Payment Date
to and including the date of payment of such interest as so postponed [IF MODIFIED FOLLOWING
UNADJUSTED BUSINESS DAY CONVENTION APPLIES, ALSO INSERT –, 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 be advanced to the Business Day
immediately preceding such Interest Payment Date].] Notwithstanding the foregoing, an Interest
Payment Date that falls on the Maturity of this Security will not be changed. Any such installment
of interest that is overdue shall also bear interest at the same rate in effect during the Interest
Period ending on the due date of such installment of interest (to the extent that the payment of
such interest shall be legally enforceable), from the date any such overdue amount first becomes
due until it is paid or made available for payment. Notwithstanding the foregoing, interest on any
installment of interest that is overdue shall be payable on demand.




          Interest on this Security shall be calculated on the basis of a 360-day year and the actual
number of days elapsed. Payments of interest on this Security with respect to any Interest Payment
Date or at the Maturity of the principal hereof 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 duly provided for shall be
calculated by the Calculation Agent by multiplying the principal amount by an accrued interest
factor. Such accrued interest factor shall be computed by adding the interest factors calculated
for each day from and including the date of issue or from and including the last date to which
interest has been paid or duly provided for, to but excluding the date for which accrued interest
is being calculated. The interest factor for each such day shall be expressed as a decimal and
computed by dividing the interest rate (also expressed as a
decimal) in effect on such day by 360. Notwithstanding the foregoing, interest on this
Security shall not be higher




(Face of Security continued on next page)





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than the maximum rate permitted by New York law, as it may be modified
by U.S. law of general applicability.




          For the purposes of this Security, [LIBOR][EURIBOR] will be determined in the following
manner:




          [IF LIBOR, INSERT — LIBOR will be the offered rate for [insert applicable index maturity]
deposits in [insert applicable index currency], as that rate appears on the Reuters Screen LIBOR
Page as of 11:00 A.M., London time, on the relevant Interest Determination Date. LIBOR for the
initial Interest Period will be the Initial Base Rate.




          If the rate described above does not so appear on the Reuters Screen LIBOR Page, LIBOR will be
determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant
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:
[insert applicable index maturity] [insert applicable index currency] deposits, beginning on the
relevant Interest Reset Date, and in a Representative Amount. 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 the relevant Interest Determination Date will be the arithmetic
mean of the quotations.




          If fewer than two quotations are provided as described above, LIBOR for the relevant 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 of the applicable index currency], on that Interest Determination Date, by three major
banks in [that principal financial center] selected
by the Calculation Agent: [insert applicable index maturity] of [insert applicable index
currency], beginning




(Face of Security continued on next page)






-4-









 







on the relevant Interest Reset Date, and in a Representative Amount.




          If fewer than three banks selected by the Calculation Agent are quoting as described above,
LIBOR for the new Interest Period will be LIBOR in effect for the prior Interest Period. If the
Initial Base Rate has been in effect for the prior Interest Period, however, it will remain in
effect for the new Interest Period.




          For all purposes of this Security:




          The term “Initial Base Rate” means the base rate in effect for the initial Interest Period.
This rate will be ___%, which is the [insert applicable index maturity] deposits in [insert
applicable index currency] LIBOR rate on ___, as determined by the Calculation Agent.




          The term “Interest Determination Date” means [IF INDEX CURRENCY IS NOT POUNDS STERLING, INSERT
– two London Business Days prior to] the first day of each Interest Period.




          The term “Interest Period” means, with respect to the initial Interest Period, the period from
and including ___to, but excluding, the initial Interest Reset Date and, with respect to the
subsequent Interest Periods, the periods from and including an Interest Reset Date to, but
excluding, the next Interest Reset Date.




          The term “Interest Reset Date” means every ___, commencing on ___, on each of which the rate
of interest on this Security will be reset. If any Interest Reset Date would otherwise be a day
that is not a Business Day with respect to this Security, the Interest Reset Date shall be the next
succeeding day that is a Business Day with respect to this Security. However, if that Business Day
is in the next succeeding calendar month, the Interest Reset Date will instead be the immediately
preceding Business Day. Notwithstanding the foregoing.




(Face of Security continued on next page)





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          The term “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 is also a day on which dealings in [insert applicable
index currency] are transacted in the London interbank market.




          The term “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.




          The term “Reuters Screen LIBOR Page” means the display on the Reuters Screen LIBOR01 Page or
Reuters Screen LIBOR02 Page, as specified on the face hereof, or any successor or replacement
service, on which London interbank rates of major banks for the Index Currency are displayed.]




          [IF EURIBOR, INSERT — For the purposes of this Security, EURIBOR will be determined in the
following manner:




          EURIBOR will be the offered rate per annum for [insert applicable index maturity] deposits in
euros, as that rate appears on the Reuters Screen EURIBOR01 Page as of 11:00 A.M., Brussels time,
on the relevant Interest Determination Date. EURIBOR for the initial Interest Period will be the
Initial Base Rate.




          If the rate described 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 the
relevant Interest Determination Date, at which deposits of the following kind are offered to prime
banks in the euro-zone interbank market by four major banks in that market selected by the
Calculation Agent: [insert applicable index maturity] deposits in euros, beginning on the relevant
Interest Reset Date, and in a Representative Amount. The Calculation Agent will request the
principal euro-zone office of each such




(Face of Security continued on next page)




-6-









 




bank to provide a quotation of its rate. If at least two quotations are provided, EURIBOR for
the relevant Interest Determination Date will be the arithmetic mean of the quotations.




          If fewer than two quotations are provided as described above, EURIBOR for the relevant
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 that
Interest Determination Date, by three major banks in the euro-zone selected by the Calculation
Agent: [insert applicable index maturity] loans of euros, beginning on the relevant Interest Reset
Date, and in a Representative Amount.




          If fewer than three banks selected by the Calculation Agent are quoting as described above,
EURIBOR for the new Interest Period will be EURIBOR in effect for the prior Interest Period. If the
Initial Base Rate has been in effect for the prior Interest Period, however, it will remain in
effect for the new Interest Period.




          For all purposes of this Security:




          The term “Initial Base Rate” means the base rate in effect for the initial Interest Period.
This rate will be ___%, which is the [insert applicable index maturity] deposits in euros EURIBOR
rate on ___, as determined by the Calculation Agent.




          The term “Interest Determination Date” means two Euro Business Days prior to the first day of
each Interest Period.




          The term “Interest Period” means, with respect to the initial Interest Period, the period from
and including ___to, but excluding, the initial Interest Reset Date and, with respect to the
subsequent Interest Periods, the periods from and including an Interest Reset Date to, but
excluding, the next Interest Reset Date.




(Face of Security continued on next page)





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          The term “Interest Reset Date” means every ___, commencing on ___, on each of which the rate
of interest on this Security will be reset. If any Interest Reset Date would otherwise be a day
that is not a Business Day with respect to this Security, the Interest Reset Date shall be the next
succeeding day that is a Business Day with respect to this Security. However, if that Business Day
is in the next succeeding calendar month, the Interest Reset Date will instead be the immediately
preceding Business Day. Notwithstanding the foregoing.




          The term “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.




          The term “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.




          The term “Reuters Screen EURIBOR01 Page” the display on the Reuters 3000 Xtra Service, or any
successor or replacement service, on the page designated as “EURIBOR01” or successor or any
replacement page or pages on which euro-zone interbank rates of major banks for euros are
displayed.]




          All percentages resulting from any calculation with respect to this Security shall 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 this Security shall be rounded upward or downward,
as appropriate, to the nearest cent with one-half or more of a cent being rounded upward.




          The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as




(Face of Security continued on next page)






-8-









 







provided in the 2008 Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the ___(whether or not a Business Day, as defined below) next
preceding such Interest Payment Date. Any interest so payable, but not punctually paid or duly
provided for, 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 being 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.




     Currency and Manner of Payment



          [IF PAYMENT IS IN U.S. DOLLARS, INSERT — Payment of the principal of and interest on this
Security will be made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. Notwithstanding any other
provision of this Security or the 2008 Indenture, if this Security is a Global Security, any
payment in respect of this Security may be made pursuant to the Applicable Procedures of the
Depositary as permitted in the 2008 Indenture.




          Subject to the prior paragraph and except as provided in the next paragraph, payment of any
amount payable on this Security will be made at the office or




(Face of Security continued on next page)







-9-









 







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




          Subject to the second preceding paragraph, payment of any amount payable on this Security 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 this
Security is at least $1,000,000 (or the equivalent in another currency) and (ii) the Holder
entitled to receive such payment transmits a written request for such payment to be made in such
manner to the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, on
or before the fifth Business Day before the day on which such payment is to be made;
provided that, in the case of any such payment due at the Maturity of the principal hereof
(other than any payment of interest that first becomes due on an Interest Payment Date), this
Security must be surrendered at the office or agency of the Company maintained for that purpose in
The City of New York (or at any other office or agency maintained by the Company for that purpose)
in time for the Paying Agent to make such payment in such funds in accordance with its normal
procedures. Any such request made with respect to any payment on this Security payable to a
particular Holder will remain in effect for all later payments on this Security payable to such
Holder, unless such request is revoked on or before the fifth Business Day before a payment is to
be made, in which case such revocation shall be effective for such payment and all later payments.
In the case of any payment of interest payable on an Interest Payment Date, such written request




(Face of Security continued on next page)







-10-









 







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.]




          [IF PAYMENT IS IN EUROS, INSERT — Payment of the principal of and interest on this Security
will be made in euros. Notwithstanding any other provision of this Security or the 2008 Indenture,
if this Security is a Global Security, any payment in respect of this Security may be made pursuant
to the Applicable Procedures of the Depositary as permitted in the 2008 Indenture.




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




          Subject to the second preceding paragraph, payment of any amount payable on this Security 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 this
Security is at least USD$1,000,000 (or the equivalent in euros) 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




(Face of Security continued on next page)





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




          [IF LISTED ON LUXEMBOURG STOCK EXCHANGE, INSERT — So long as the Securities are listed on the
Luxembourg Stock Exchange and such Stock Exchange shall so require, the Company will at all times
maintain an office or agency in Luxembourg for the payment of the principal of and interest on the
Securities. Such Paying Agent in Luxembourg shall initially be Dexia Banque Internationale à
Luxembourg société anonyme.]




(Face of Security continued on next page)






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     Payments Due on a Business Day



          [IF LIBOR, INSERT — Notwithstanding any provision of this Security or the 2008 Indenture, if
the Maturity of the principal hereof occurs on a day that is not a Business Day, any amount of
principal, premium or interest that would otherwise be due on this Security on a day (the
“Specified Day”) that is not a Business Day may be paid or made available for payment on
the next succeeding Business Day with the same force and effect as if such amount were paid on the
Specified Day. For all purposes of this Security, “Business Day” means any day that is not
a Saturday or Sunday, and that is not a day on which banking institutions generally are authorized
or obligated by law, regulation or executive order to close in The City of New York and that is
also a London Business Day; provided that, 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 or London, Business
Day means any day that is not a Saturday or Sunday, and that is not a day on which banking
institutions generally are authorized or obligated by law, regulation or executive order to close
in The City of New York, London or such Place of Payment. The provisions of this paragraph shall
apply to this Security in lieu of the provisions of Section 1.13 of the 2008 Indenture.]




          [IF EURIBOR, INSERT — Notwithstanding any provision of this Security or the 2008 Indenture, if
the Maturity of the principal hereof occurs on a day that is not a Business Day, any amount of
principal, premium or interest that would otherwise be due on this Security on a day (the
“Specified Day”) that is not a Business Day may be paid or made available for payment on the next
succeeding Business Day with the same force and effect as if such amount were paid on the Specified
Day. For all purposes of this Security, “Business Day” means any day that is not a Saturday or
Sunday, and that is not a day on which banking institutions are generally authorized or obligated
by law, regulation or executive order to close in The City of New York or London, and that is also
a Euro Business Day, as




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defined below. The term “Euro Business Day” means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is
open for business. The provisions of this paragraph shall apply to this Security in lieu of the
provisions of Section 1.13 of the 2008 Indenture.]




          [IF PAYMENT IS IN EUROS, INSERT — Payments Made in U.S. Dollars




          Notwithstanding any provision of this Security or the 2008 Indenture, if any amount payable on
this Security is payable on any day and if euros are 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 euros by making such payment in U.S. dollars. The
amount of such payment in U.S. dollars shall be determined by the Exchange Rate Agent on the basis
of the noon buying rate for cable transfers in The City of New York for euros (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 euros will not constitute an
Event of Default under this Security or the 2008 Indenture.




     Exchange Rate Agent



          As used herein, the “Exchange Rate Agent” shall initially mean Goldman Sachs International;
provided that the Company may, and in its sole discretion, appoint any other institution (including
any affiliate of the Company) to serve as any such agent from time to time. The Company will give
the Trustee prompt written notice of any change in any such appointment. Insofar as this Security
provides for any such agent to obtain rates, quotes or other data from a bank, dealer or other
institution for use in making any determination hereunder, such agent may do so from any
institution or institutions of the kind contemplated hereby




(Face of Security continued on next page)







-14-









 







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 Exchange Rate Agent pursuant to the terms of this Security
shall be, absent manifest error, conclusive for all purposes and binding on the holder of this
Security and the Company, and the Exchange Rate Agent shall have no liability therefor.]




     Calculation Agent



          As used herein, the “Calculation Agent” shall initially mean The Bank of New York Mellon;
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 from time to time. The Company will give the
Trustee prompt written notice of any change in any such appointment. Insofar as this Security
provides for any such agent to obtain rates, quotes or other data from a bank, dealer or other
institution for use in making any determination hereunder, such agent may do so from any
institution or institutions of the kind contemplated hereby notwithstanding that any one or more of
such institutions are any such agent, affiliates of any such agent or affiliates of the Company.




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




 






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




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          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.




(Face of Security continued on next page)




-16-









 








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




Dated:                     




	 	 	 	 	 
	 	THE GOLDMAN SACHS GROUP, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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




Dated:                    




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By  	 	 
	 	 	      Authorized Signatory 	 
	 	 	 	 
	 




-17-









 





(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.




          2. Series and Denominations.




          This Security is one of the series designated on the face hereof, limited to an aggregate
principal amount as shall be determined and may be increased from time to time by the Company. Any
election by the Company so to increase such aggregate principal amount shall be evidenced by a
certificate of an Authorized Person (as defined in the Determination of an Authorized Person, dated
___, with respect to this series). References herein to “this series” mean the series of
Securities designated on the face hereof. The Securities of this series are issuable only in
registered form without coupons in denominations of integral multiples of ___, subject to a minimum
denomination of ___.




          3.
[ IF APPLICABLE, INSERT-Additional Amounts.




          If the beneficial owner of this Security is a United States Alien (as defined below), the
Company will pay all additional amounts that may be necessary so that every net payment of the
principal of and interest on this




(Reverse of Security continued on next page)





-18-









 







Security to such beneficial owner, after deduction or withholding for or on account of any
present or future tax, assessment or governmental charge imposed with respect to such payment by
any U.S. Taxing Authority (as defined below), will not be less than the amount provided for in this
Security to be then due and payable; provided, however, that the Company shall have
no obligation to pay additional amounts for or on account of any one or more of the following:





     (i) any tax, assessment or other governmental charge imposed solely because at any
time there is or was a connection between such beneficial owner (or between a fiduciary,
settlor, beneficiary or member of such beneficial owner, if such beneficial owner is an
estate, trust or partnership) and the United States (as defined below) (other than the mere
receipt of a payment on, or the ownership or holding of, a Security), including because
such beneficial owner (or such fiduciary, settlor, beneficiary or member) at any time, for
U.S. federal income tax purposes: (a) is or was a citizen or resident, or is or was treated
as a resident, of the United States, (b) is or was present in the United States, (c) is or
was engaged in a trade or business in the United States, (d) has or had a permanent
establishment in the United States, (e) is or was a domestic or foreign personal holding
company, a passive foreign investment company or a controlled foreign corporation, (f) is
or was a corporation that accumulates earnings to avoid U.S. federal income tax or (g) is
or was a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the
U.S. Internal Revenue Code or any successor provision;




     (ii) any tax, assessment or governmental charge imposed solely because of a change in
applicable law or regulation, or in any official interpretation or application of
applicable law or regulation, that becomes effective more than 15 days after the day on
which the payment becomes due or is duly provided for, whichever occurs later;



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     (iii) any estate, inheritance, gift, sales, excise, transfer, wealth or personal
property tax or any similar tax, assessment or other governmental charge;




     (iv) any tax, assessment or other governmental charge imposed solely because such
beneficial owner or any other Person fails to comply with any certification, identification
or other reporting requirement concerning the nationality, residence, identity or
connection with the United States of the Holder or any beneficial owner of this Security,
if compliance is required by statute, by regulation of the U.S. Treasury Department or by
an applicable income tax treaty to which the United States is a party, as a precondition to
exemption from such tax, assessment or other governmental charge;




     (v) any tax, assessment or other governmental charge that is payable otherwise than by
deduction or withholding from payments of principal of or interest on this Security;




     (vi) any tax, assessment or other governmental charge imposed solely because the
payment is to be made by a particular Paying Agent (which term may include the Company) and
would not be imposed if made by another Paying Agent (which term may include the Company);



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     (vii) any tax, assessment or other governmental charge imposed solely because the
Holder (1) is a bank purchasing this Security in the ordinary course of its lending
business or (2) is a bank that is neither (A) buying this Security for investment purposes
only nor (B) buying this Security for resale to a third party that either is not a bank or
holding the note for investment purposes only; or




     (viii) any combination of the taxes, assessments or other governmental charges described
in items (i) through (vii) of this Section 3.



          Additional amounts also will not be paid with respect to any payment of principal of or
interest on this Security to any United States Alien who is a fiduciary or a partnership, or who is
not the sole beneficial owner of any such payment, to the extent that the Company would not be
required to pay additional amounts to any beneficiary or settlor of such fiduciary or any member of
such a partnership, or to any beneficial owner of the payment, if that Person had been treated as
the beneficial owner of this Security for this purpose.




          The term “United States Alien” means any Person who, for U.S. federal income tax
purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership one or
more of the members of which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or
trust, or a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal
income tax on a net income basis on income or gain from this Security. For the purposes of this
Section 3 and Section 4 only, (a) the term “United States” means the United States of
America




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(including the states thereof and the District of Columbia), together with the territories,
possessions and all other areas subject to the jurisdiction of the United States of America and (b)
the term “U.S. Taxing Authority” means the United States of America or any state, other
jurisdiction or taxing authority in the United States.




          Except as specifically provided in this Security, the Company shall not be required to make
any payment with respect to any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority thereof or therein.




          Whenever in the Securities of this series (or in the 2008 Indenture, including in Sections
5.01(1) and (2) thereof, insofar as applicable to this series) there is a reference, in any
context, to the payment of the principal of or interest on any Security of this series, such
mention shall be deemed to include mention of any payment of additional amounts to United States
Aliens in respect of such payment of principal or interest to the extent that, in such context,
such additional amounts are, were or would be payable in respect thereof pursuant to this Section 3
or any corresponding section of another Security of this series, as the case may be. Express
mention of the payment of additional amounts in any provision of any Security of this series shall
not be construed as excluding additional amounts in the provisions of any Security of this series
(or of the 2008 Indenture insofar as it applies to this series) where such express mention is not
made.]




          4. Redemption at the Company’s Option.




          The Securities of this series may be redeemed, as a whole but not in part, at the option of
the Company, at a redemption price equal to 100% of the principal amount of the Securities to be
redeemed, together with interest accrued to the date fixed for redemption, if, as a result of any
amendment to, or change in, the laws or regulations of any U.S. Taxing Authority (as defined in
Section 3 above), or any amendment to or change in any official




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interpretation or application of such laws or regulations, which amendment or change becomes
effective or is announced on or after ___, the Company will become obligated to pay, on the next
Interest Payment Date, additional amounts in respect of any Security of this series pursuant to
Section 3 of this Security or any corresponding section of another Security of this series. If the
Company becomes entitled to redeem the Securities of this series, it may do so on any day
thereafter pursuant to the 2008 Indenture; provided, however, that (1) the Company
gives the Holder of this Security notice of such redemption not more than 60 days nor less than 30
days prior to the date fixed for redemption as provided in the 2008 Indenture, (2) no such notice
of redemption may be given earlier than 90 days prior to the next Interest Payment Date on which
the Company would be obligated to pay such additional amounts and (3) at the time such notice is
given, such obligation to pay such additional amounts remains in effect. Immediately prior to the
giving of any notice of redemption of Securities pursuant to this Section 4, the Company will
deliver to the Trustee an Officers’ Certificate stating that the Company is entitled to effect such
redemption and setting forth in reasonable detail a statement of facts showing that the conditions
precedent to the right of the Company to so redeem the Securities have occurred. Interest
installments due on or prior to a Redemption Date will be payable to the Holder of this Security or
one or more Predecessor Securities, of record at the close of business on the relevant record date,
all as provided in the 2008 Indenture.




          5. 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.




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          6. 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 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.




          7. Remedies.




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal




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of the Securities of this series may be declared due and payable in the manner and with the
effect provided in the 2008 Indenture.




          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




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interest on this Security at the times, place and rate, and in the coin or currency, herein
prescribed.




          8. 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 interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.







          As provided in the 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.




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          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.




          [IF LISTED ON LUXEMBOURG STOCK EXCHANGE, INSERT –




          9. Notices.




          Notices that are required hereunder or under the 2008 Indenture to be given to Holders of the
Securities shall be given to Holders of the Securities as set forth in the 2008 Indenture and in
the next paragraph.




          So long as the Securities are listed on the Luxembourg Stock Exchange and such Stock Exchange
shall so require, the Trustee will publish any such required notices in a daily newspaper of
general circulation in Luxembourg. If publication in Luxembourg is not practical, the Trustee will
publish any such required notices elsewhere in Europe. Published notices will be deemed to have
been given on the date they are published. If publication as described in this paragraph becomes
impossible, the Trustee may publish sufficient notice by alternate means that approximate the terms
and conditions as described in this paragraph.]




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          9. 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.




          10. Terms Defined in the 2008 Indenture.




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




          [IF APPLICABLE, INSERT — References in this Security to euro shall mean, as of any time, the
coin or currency (if any) that is legal tender for the payment of private and public debt in all
countries 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.]




 






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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 any change whatever.







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