exv4w80






Exhibit 4.80




[Form of Index-Linked Medium-Term Note, Series E of GS Finance Corp.]




(Face of Security)




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




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




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




          [INSERT ANY LEGEND REQUIRED BY THE LICENSOR OF THE INDEX.]




          [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)




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	CUSIP No.                     
	 	Registered No.                     






GS FINANCE CORP.




MEDIUM-TERM NOTES, SERIES E




FULLY AND UNCONDITIONALLY GUARANTEED BY




THE GOLDMAN SACHS GROUP, INC.

 






[INSERT THE NAME OF THE INDEX-LINKED NOTE]




 






          The following terms apply to this Security. Capitalized terms that are not defined the first
time they are used in this Security shall have the meanings indicated elsewhere in this Security.




	 	 	 
	Face Amount:

	 	Interest Payment Date(s):
	 
	 	 
	Principal Amount:

	 	Original Issue Date:
	 
	 	 
	Index:

	 	Option to Redeem:
	 
	 	 
	Stated Maturity Date:

	 	Calculation Agent:
	 
	 	 
	Specified Currency:

	 	Defeasance:
	 
	 	 
	Interest Rate:                     % per annum

	 	Other Terms:
	 
	 	 
	Spread:
	 	 






 






(Face of Security continued on next page)





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          1. Promise to Pay Principal




          GS Finance Corp., a corporation duly organized and existing under the laws of the State of
Delaware (hereinafter called the “Company”, which term includes any successor Person under
the GSFC 2008 Indenture hereinafter referred to), for value received, hereby promises to pay to
Cede & Co., as nominee for The Depository Trust Company, or registered assigns, as principal, the
Principal Amount on the Stated Maturity Date, subject to the other provisions of this Security.
The Company also promises to pay interest (to the extent that the payment of such interest shall be
legally enforceable) on any overdue principal, at the effective Federal Funds rate, from the date
such principal is due until it is paid or made available for payment, and any such interest shall
be payable to the Holder on demand. Notwithstanding any other provision of this Security or the
GSFC 2008 Indenture, this Security shall not bear interest, except as provided in the prior
sentence.




          2. Principal Amount




          The principal of this Security that becomes due and payable on the Stated Maturity Date for
Securities that have not been redeemed shall be the Principal Amount. If the Holder has exercised
the Option to Redeem, the principal of this Security that becomes payable on the applicable
Redemption Date for the Securities properly designated for redemption shall be the amount in cash
the Company is obligated to pay pursuant to Section 3 of this Security, as applicable. The
principal of this Security that becomes due and payable upon acceleration of the Maturity hereof
after an Event of Default has occurred pursuant to the GSFC 2008 Indenture shall be the Default
Amount. When the cash that the Company is obligated to pay as set forth above in this Section 2
has been paid as provided herein (or such amount has been made available for payment), the
principal of this Security shall be deemed to have been paid in full, whether or not this Security
shall have been surrendered for payment or cancellation. References to the payment of the
principal of this Security on any day shall be deemed to mean the payment of the cash that the
Company is obligated to pay as principal on such day as provided above in this Section 2.
Notwithstanding the foregoing, solely for the purpose of determining whether any consent, waiver,
notice or other action to be given or taken by Holders of Securities pursuant to the GSFC 2008
Indenture has been given or taken by Holders of Outstanding Securities in the requisite aggregate
principal amount, the principal amount of this Security on any day will be deemed to equal the Face
Amount then Outstanding. The Securities represented by this Security shall cease to be Outstanding
as provided in the definition of such term in the GSFC 2008 Indenture or when the principal of such
Securities shall be deemed to have been paid in full as provided above and any interest payable on
such Security have been paid (or, in the case of any such interest, when such interest has been
made available for payment).




          3. Holder’s Option to Redeem




          [INSERT PROVISIONS RELATING TO OPTION TO REDEEM.]




(Face of Security continued on next page)




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          4. Discontinuance or Modification of the Index




          [INSERT PROVISIONS RELATING TO DISCONTINUANCE OR MODIFICATION OF THE INDEX.]




          5. Role of Calculation Agent




          [INSERT PROVISIONS RELATING TO ROLE OF CALCULATION AGENT.]




          6. Payment




          Payment of the amount payable on this Security will be made in cash 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. Payment of cash on this Security will be made to an account designated by the
Holder (in writing to the Company and the Trustee on or before the Determination Date) and
acceptable to the Company or, if no such account is designated and acceptable as aforesaid, at the
office or agency of the Company maintained for that purpose in The City of New York; provided,
however, that, at the option of the Company, payment of any interest may be made by check mailed to
the address of the Holder entitled thereto as such address shall appear in the Security Register;
and provided, further, that payment at Maturity shall be made only upon surrender of this Security
at such office or agency (unless the Company waives surrender). Notwithstanding the foregoing, if
this Security is a Global Security, any payment may be made pursuant to the Applicable Procedures
of the Depositary as permitted in the GSFC 2008 Indenture. The Holder of this Security shall not
be entitled under the terms of this Security to receive, in payment hereof, any property other than
cash.




          7. Holidays




          Notwithstanding any provision of this Security or of the GSFC 2008 Indenture, if any payment
of principal or interest would otherwise be due on this Security on a day (the “Specified
Day”) that is not a Business Day, such payment may be made (or such principal or interest may
be made available for payment) on the next succeeding Business Day with the same force and effect
as if such payment were made on the Specified Day. The provisions of this Section 7 shall apply to
this Security in lieu of the provisions of Section 1.13 of the GSFC 2008 Indenture.




          8. Reverse of this Security




          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.




(Face of Security continued on next page)




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          9. Certificate of Authentication




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




          10. Tax Characterization




          [INSERT PROVISIONS RELATING TO TAX CHARACTERIZATION OF THIS SECURITY.]




(Face of Security continued on next page)




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




Dated:




	 	 	 	 	 
	 	GS FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:




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




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 





 









 








GUARANTEE




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




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




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




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




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The Guarantor hereby agrees that, in the event of a default in payment of principal, or
premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and
conditions set forth in the GSFC 2008 Indenture, directly against the Guarantor to enforce this
Guarantee without first proceeding against the Company.




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




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




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




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




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






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






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




Dated:




	 	 	 	 	 
	 	THE GOLDMAN SACHS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








(Reverse of Security)




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




          This Security is one of the series 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 on the face hereof.




          The GSFC 2008 Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and the Guarantor and the
rights of the Holders of the Securities to be affected under the GSFC 2008 Indenture at any time by
the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in
principal amount of all Securities at the time Outstanding to be affected, considered together as
one class for this purpose (such Securities to be affected may be Securities of the same or
different series and, with respect to any series, may comprise fewer than all the Securities of
such series). The GSFC 2008 Indenture also contains provisions (i) permitting the Holders of a
majority in principal amount of the Securities at the time Outstanding to be affected under the
GSFC 2008 Indenture, considered together as one class for this purpose (such affected Securities
may be Securities of the same or different series and, with respect to any particular series, may
comprise fewer than all the Securities of such series), on behalf of the Holders of all Securities
so affected, to waive compliance by the Company or the Guarantor with certain provisions of the
GSFC 2008 Indenture and (ii) permitting the Holders of a majority in principal amount of the
Securities at the time Outstanding of any series to be affected under the GSFC 2008 Indenture (with
each such series considered separately for this purpose), on behalf of the Holders of all
Securities of such series, to




(Reverse of Security continued on next page)





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waive certain past defaults under the GSFC 2008 Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.




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




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




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

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




          As provided in the GSFC 2008 Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the




(Reverse of Security continued on next page)




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Company in any place where the principal of and any premium or 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”, which term is defined below, and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.




          The Securities specified on the face hereof are issuable only in registered form without
coupons in “Authorized Denominations”. As provided in the GSFC 2008 Indenture and subject
to certain limitations therein set forth, the Securities specified on the face hereof 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
Guarantor, the Trustee and any agent of the Company, the Guarantor 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 Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.




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





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