EX-4.7







Exhibit 4.7




[FORM OF FLOATING RATE MEDIUM-TERM NOTE, SERIES D]




(Face of Security)




     [IF A GLOBAL SECURITY, INSERT — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
2008 INDENTURE AS DEFINED ON THE REVERSE OF THIS SECURITY 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 AND THIS SECURITY.]



     [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 GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND
THE RIGHTS OF THE HOLDER OF THIS SECURITY ARE SUBJECT TO CERTAIN RIGHTS OF THE FDIC, AS AND TO THE
EXTENT INDICATED IN THIS SECURITY, INCLUDING SECTIONS 8, 10, 11, 12, 13, 14, 15, 16 AND 17 ON THE
REVERSE HEREOF.



(Face of Security continued on next page)




 









 





CUSIP No.                     




THE GOLDMAN SACHS GROUP, INC.




MEDIUM-TERM NOTES, SERIES D

(Floating Rate Security)




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



PRINCIPAL AMOUNT:



SPECIFIED CURRENCY: U.S. dollars for all payments unless otherwise specified below:




     payments of principal and any premium:



     payments of interest:



EXCHANGE RATE AGENT:




ORIGINAL ISSUE DATE*:




TRADE DATE:




STATED MATURITY DATE:




ORIGINAL ISSUE DISCOUNT SECURITY:




     Total Amount of OID:



     Yield to Maturity:



     Initial Accrual Period OID:



BASE RATE:




     CD Rate:



     CMS Rate:



     CMT Rate:




	 	•	 	Designated CMT Reuters Screen Page:
	 
	 	•	 	Designated CMT Index Maturity:





     Commercial Paper Rate:



     EURIBOR:



     Federal Funds Rate:




	 	•	 	(Effective)/Open:





     LIBOR:




	 	•	 	Reuters Screen LIBOR Page:
	 
	 	•	 	Index Currency:





     Prime Rate:



     Treasury Rate:



     11th District Cost of Funds Rate:



INDEX MATURITY:




SPREAD:






 




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





(Face of Security continued on next page)




-2-









 





SPREAD MULTIPLIER:




INITIAL BASE RATE:




MAXIMUM RATE:




MINIMUM RATE:




     INTEREST DETERMINATION DATE(S): as provided in Sections 3(b) through 3(k), as applicable, on the
reverse of this Security (unless otherwise specified), subject to the second paragraph under
“Payments Due on a Business Day” below



INTEREST PAYMENT DATE(S):




INTEREST RESET PERIOD:



INTEREST RESET DATE(S): as provided in Section 3(a) on the reverse of this Security (unless
otherwise specified)




REDEMPTION COMMENCEMENT DATE:




REPAYMENT DATE(S):




REDEMPTION OR REPAYMENT PRICE(S):




CALCULATION AGENT:




DEFEASANCE:




     Full Defeasance:



     Covenant Defeasance:



DAY COUNT CONVENTION:




BUSINESS DAY CONVENTION:




OTHER TERMS:




(Face of Security continued on next page)




-3-









 








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



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



     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 (as defined on the reverse of this Security)), for value received,
hereby promises to pay to                     , or registered assigns, as principal the Principal Amount
on the Stated Maturity Date and to pay interest thereon, from the Original Issue Date or from the
most recent Interest Payment Date to which interest has been paid or made available for payment, on
the Interest Payment Date(s) in each year, commencing on the first such date that is at least
15 calendar days after the Original Issue Date, and at the Maturity of the principal hereof, at a
rate per annum determined in accordance with the applicable provisions of Section 3 on the reverse
hereof, until the principal hereof is paid or made available for
payment. Any premium and any such installment of interest that is
overdue at any time shall also bear interest (to the extent that the
payment of such interest shall be legally enforceable) at the rate
per annum at which the principal then bears interest, from the date
any such overdue amount first becomes due until it is paid or made
available for payment. Notwithstanding the foregoing, interest on any
principal, premium or installment of interest that is overdue shall
be payable on demand.



     The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided in the 2008 Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
15th calendar day (whether or not a Business Day, as such term is defined in
Section 3(o) on the reverse hereof) next 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 a Holder at the close of
business on any relevant record date when business is not conducted, the close of business will
mean 5:00 P.M., New York City time, on that day.



(Face of Security continued on next page)





-4-









 





     The Company and the Trustee acknowledge that the Company has not opted out of the debt
guarantee program (the “Debt Guarantee Program”) established by the Federal Deposit Insurance
Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program. As a result, this debt is
guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and
credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s
regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of
the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.



     The Trustee is hereby designated as the duly authorized representative of the Holder for
purposes of making claims and taking other permitted or required actions under the Debt Guarantee
Program (the “Representative”). The Holder of this Security may elect not to be
represented by the Representative with respect to this Security by providing written notice of such
election to the Representative.



     Notwithstanding any provision of this Security, any right of the Holder to receive payment in
respect of this Security under the Debt Guarantee Program shall be subject to the procedures and
other requirements of the Debt Guarantee Program, and the Holder will not be entitled under the
Debt Guarantee Program to receive any additional interest or penalty amounts on account of any
default or resulting delay in payment in respect of this Security.




Currency of Payment



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



     Except as provided in the next paragraph, any payment to be made on this Security in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the Person entitled to
receive such payment transmits a written request for such payment




(Face of Security continued on next page)




-5-









 







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



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



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




Manner of Payment — U.S. Dollars




(Face of Security continued on next page)




-6-









 





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



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




Manner of Payment — Other Specified Currencies



     Payment of any amount payable on this Security in a Specified Currency other than U.S. dollars
will be made by wire transfer of immediately available funds to such account as is maintained in
such Specified Currency at a bank or other financial institution acceptable to the Company and the
Trustee and as shall have been designated at least five Business Days prior to the applicable
payment date by the Person entitled to receive such payment; provided that, in the case of
any such payment due at the Maturity of the principal hereof (other than any payment of interest
that first becomes due on an




(Face of Security continued on next page)




-7-









 





Interest Payment Date), this Security must be surrendered at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other office or agency
maintained by the Company for that purpose) in time for the Paying Agent to make such payment in
such funds in accordance with its normal procedures. Such account designation shall be made by
transmitting the appropriate information to the Trustee at its Corporate Trust Office in the
Borough of Manhattan, The City of New York, by mail, hand delivery, telecopier or in any other
manner approved by the Trustee. Unless revoked, any such account designation made with respect to
this Security by the Holder hereof will remain in effect with respect to any further payments with
respect to this Security payable to such Holder. If a payment in a Specified Currency other than
U.S. dollars with respect to this Security cannot be made by wire transfer because the required
account designation has not been received by the Trustee on or before the requisite date or for any
other reason, the Company will cause a notice to be given to the Holder of this Security at its
registered address requesting an account designation pursuant to which such wire transfer can be
made and such payment will be made within five Business Days after the Trustee’s receipt of such a
designation meeting the requirements specified above, with the same force and effect as if made on
the due date. The Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this Security and may
be deducted from the payment by the Company or the Paying Agent.




Manner of Payment — Global Securities



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




Payments Due on a Business Day



     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 such day (the “Specified Day”) may
be paid or made available for payment on the Business Day that is next succeeding the Specified Day
with the same force and effect as if such amount were paid on the Specified Day, and no interest
will accrue on the amount so payable for the period from the Specified Day to such next succeeding
Business Day.



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




(Face of Security continued on next page)




-8-









 






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




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




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




     (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.



     The provisions of the two 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 referred to
on the reverse hereof 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)




-9-









 





     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 	 
	 	 	 	 
	 
















 





(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 (or the equivalent thereof in any other currency or currencies or currency units)
as shall be determined and may be increased from time to time by the Company. References herein to
“this series” mean the series of Securities designated on the face hereof.



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



          3. Interest Rate



          (a) Interest Rate Reset. The interest rate on this Security will be reset from time
to time, as provided in this Section 3, and each date upon which such rate is reset as so provided
is hereinafter called an “Interest Reset Date”. Unless otherwise specified on the face
hereof, the Interest Reset Dates with respect to this Security 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;




(Reverse
of Security continued on next page)



-11-









 






     (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 3(o) 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” on the face hereof; and




     (vii) if the Interest Reset Period is annual, the third Wednesday of the month in each
year specified under “Interest Reset Period” on the face hereof;


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 Initial Base Rate 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 the
day of Maturity of the principal hereof 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, on each
Interest Reset Date the interest rate on this Security shall be the rate determined in accordance
with such of the following Sections 3(b) through 3(k) as provide for determination of the Base Rate
for this Security. The Calculation Agent shall determine the interest rate of this Security in
accordance with the applicable Section below.



          Unless the Base Rate is LIBOR or EURIBOR, the Calculation Agent will determine the interest
rate of this Security that takes effect on any Interest Reset Date on a day no later than the
Calculation Date (as defined in Section 3(o) 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 3(b) through 3(k) hereof is available from the relevant sources
specified in such applicable provisions.



(Reverse of Security continued on next page)




-12-









 





          Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the
interest rate then in effect on this Security 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 on the face hereof 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 3(o) 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 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 on the face hereof 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 on the face hereof 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 specified on the face hereof, at
10:00 A.M., London time. If the CMS



(Reverse of Security continued on next page)




-13-









 







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 specified on the face hereof 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 such 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 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
3(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 on the face hereof 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 3(o) below) under the heading “ . . . Treasury
Constant Maturities . . .”, under the column for the Designated CMT Index Maturity (as defined in
Section 3(o) below):




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



(Reverse of Security continued on next page)




-14-









 






     (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 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 3(o) 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



(Reverse of Security continued on next page)




-15-









 







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 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 on the face
hereof 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 3(o) 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 on the face
hereof, 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 (as defined in Section 3(o)



(Reverse of Security continued on next page)




-16-









 







below) 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 specified on the face
hereof, as published in H.15 Daily Update (as defined in Section 3(o) 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 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 on the face hereof 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 3(o) 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



(Reverse of Security continued on next page)




-17-









 







banks in the Euro-Zone (as defined in Section 3(o) 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 Index Maturity specified on the face hereof
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.




     (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 Index
Maturity specified on the face hereof 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 on the face
hereof 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



(Reverse of Security continued on next page)




-18-









 







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.




     (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 on the face hereof 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).



(Reverse of Security continued on next page)




-19-









 





          (h) Determination of LIBOR. If the Base Rate specified on the face hereof 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 3(o) below). LIBOR will be the offered
rate appearing on the Reuters Screen LIBOR Page (as defined in Section 3(o) below) as of 11:00
A.M., 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 Index Maturity specified
on the face hereof beginning on the relevant Interest Reset Date and in a Representative
Amount (as defined in Section 3(o) 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 Index Maturity
specified on the face hereof 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 on the face hereof 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



(Reverse of Security continued on next page)




-20-









 







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 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 USPRIME 1 Page (as defined in
Section 3(o) 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 USPRIME 1 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 on the face hereof 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 3(o) below) of direct obligations of the United States (“Treasury Bills”) having
the Index Maturity specified on the face hereof, 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



(Reverse of Security continued on next page)




-21-









 







Yield (as defined in Section 3(o) below) of the rate, for such Treasury Interest
Determination Date and for Treasury Bills having the Index Maturity specified on the face
hereof, 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 on the face hereof, 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 on the face hereof, 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 on the face hereof: 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 on the face
hereof is the 11th District Cost of Funds Rate (the “11th District 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 3(o) below) corresponding to such
Interest Reset Date. The 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



(Reverse of Security continued on next page)




-22-









 







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 3(b) — (k) will be adjusted
by the addition or subtraction of the Spread, if any, specified on the face hereof or by
multiplying such Base Rate by the Spread Multiplier, if any, specified on the face hereof.



          (l) Minimum and Maximum Limits. Notwithstanding the foregoing, the rate at which
interest accrues on this Security (i) shall not at any time be higher than the Maximum Rate, if
any, or less than the Minimum Rate, if any, specified on the face hereof, 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 hereon 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 made
available for payment shall be calculated by the Calculation Agent by multiplying the Principal
Amount by an accrued interest factor for the specified Interest Period. Such accrued interest
factor shall be expressed as a 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 on
the face hereof for such Interest Period.



(Reverse of Security continued on next page)




-23-









 





          All percentages resulting from any calculation with respect to this Security 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 this Security 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) Calculation Agent and Exchange Rate Agent. The Company has initially appointed
the institutions named on the face of this Security as Calculation Agent and Exchange Rate Agent,
respectively, to act as such agents with respect to this Security, but the Company may, in its sole
discretion, appoint any other institution (including any Affiliate of the Company) to serve as any
such agent from time to time. The Company will give the Trustee prompt written notice of any
change in any such appointment. Insofar as this Security provides for any such agent to obtain
rates, quotes or other data from a bank, dealer or other institution for use in making any
determination hereunder, such agent may do so from any institution or institutions of the kind
contemplated hereby notwithstanding that any one or more of such institutions are 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 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.



          (o) Definitions of Calculation Terms. As used in this Security, 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:



     



          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




(Reverse of Security continued on next page)




-24-









 






	 	•	 	“M” equals the actual number of days in the applicable Interest Reset Period.





          “Business Day” means, for this Security, 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
this Security 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 this Security is other
than U.S. dollars or euros, is also a day on which banking institutions are not authorized or
obligated by law, regulation or executive order to close in the principal financial center of
the country issuing the Specified Currency;
	 
	(iv)	 	if the Base Rate is EURIBOR or if the Specified Currency for payment of principal of or
interest on this Security 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 this
Security, the meaning of the term “Business Day” shall be determined as if the Base Rate for this
Security is neither LIBOR nor EURIBOR. With respect to Section 13 of the reverse hereof and
Exhibit B hereto, the definition of “Business Day” therein shall apply.




          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:




     (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 hereof, whichever is the day on which the next payment of
interest will be due.



(Reverse of Security continued on next page)




-25-









 





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.





	 	 	 	“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:











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




(Reverse of Security continued on next page)




-26-









 







	 	•	 	“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:











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




(Reverse of Security continued on next page)




-27-









 











          “Designated CMT Index Maturity” means, if the Base Rate is the CMT Rate, the Index
Maturity for this Security 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 on the face hereof 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 on the face hereof whether the
weekly or monthly average applies, the weekly average will apply.



          “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.



          “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.



          “Index Maturity” means the period to maturity of the instrument or obligation on which
the interest rate formula is based, as specified on the face hereof.



          “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.



(Reverse of Security continued on next page)




-28-









 






          The “LIBOR Interest Determination Date” corresponding to any Interest Reset Date means
the second London Business Day preceding such Interest Reset Date, unless the Index Currency is
pounds sterling, in which case the LIBOR Interest Determination Date will be the Interest Reset
Date.



          “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 the Security is LIBOR, is also a
day on which dealings in the Index Currency specified on the face hereof are transacted in the
London interbank market.



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








          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.





          “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.



          “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 on the face hereof, or any successor or replacement page
or pages, on which London interbank rates of major banks for the Index Currency are displayed.



(Reverse of Security continued on next page)




-29-









 





          “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.



          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 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.



          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.



          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.



          4. Redemption



(Reverse of Security continued on next page)




-30-









 





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



          5. Repayment at the Holder’s Option



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



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



(Reverse of Security continued on next page)




-31-









 







the Company will receive this Security, with the form below entitled “Option to Elect
Repayment” duly completed and signed, not later than five Business Days after the date of such
facsimile transmission or letter (provided that this Security and form duly completed and
signed are received by the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries are to be made is The Bank of New York Mellon,
Attention: Corporate Trust Administration, 101 Barclay Street, 4E, New York, New York 10286 (or at
such other places as the Company or the Trustee shall notify the Holder of this Security). All
questions as to the validity, eligibility (including time of receipt) and acceptance of any
Security for repayment will be determined by the Company, whose determination will be final and
binding. Notwithstanding the foregoing, (x) if this Security is a Global Security, the option of
the Holder to elect repayment may be exercised in accordance with the Applicable Procedures of the
Depositary for this Security at least 15 calendar days prior to the applicable Repayment Date and
(y) whether or not this Security is a Global Security, the option of the Holder to elect repayment
may be exercised in any such manner as the Company may approve.



          6. Transfer and Exchange



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



          As provided in the 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.



(Reverse of Security continued on next page)




-32-









 





          If this Security is a Global Security, this Security shall be 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 (subject to Section 11 of the reverse of this
Security).



          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 on the face hereof, either or both of such provisions are applicable to this Security,
as so specified.



          8. Remedies



          Sections 5.01 and 5.02 of the 2008 Indenture are hereby amended with respect to the Securities
of this series to the extent necessary to comply with Section 5.01 and Annex A of the Master
Agreement, dated November 25, 2008, as the same may be amended from time to time (the “Master
Agreement”), by and between the Company and the FDIC, attached hereto as Exhibit A. Subject to
the immediately preceding sentence and Section 15 of the reverse of 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 2008 Indenture.



          As provided in and subject to the provisions of the 2008 Indenture and subject to Section 15
of the reverse of this Security, 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



(Reverse of Security continued on next page)




-33-









 







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 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 together as one class for this purpose (such affected
Securities 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, 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
such affected Securities, 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 (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. Subrogation



          The FDIC shall be subrogated to all of the rights of the Holder and the Representative under
this Security and the 2008 Indenture against the Company in respect of any amounts paid to the
Holder, or for the benefit of the Holder, by the FDIC pursuant to the Debt Guarantee Program.



          11. Agreement to Execute Assignment upon Guarantee Payment



          The Holder hereby authorizes the Representative, at such time as the FDIC shall commence
making any guarantee payments to the Representative for the benefit of the Holder pursuant to the
Debt Guarantee Program, to execute an assignment in the form



(Reverse of Security continued on next page)




-34-









 







attached to this Security as Exhibit B pursuant to which the Representative shall assign to
the FDIC its right as Representative to receive any and all payments from the Company under this
Security on behalf of the Holder. The Company hereby consents and agrees that the FDIC is an
acceptable transferee for all or any portion of the indebtedness hereunder for all purposes of this
Security and upon any such assignment, the FDIC shall be deemed the Holder of this Security for all
purposes hereof, and the Company hereby agrees to take such reasonable steps as are necessary to
comply with any relevant provision of this Security and the 2008 Indenture as a result of such
assignment.



          Section 3.05 of the 2008 Indenture is hereby amended with respect to the Securities of this
series to the extent necessary to permit the Holder, the Representative and the Company to comply
with this Section 11, Section 12 below or any other similar provision of this Security.



          12. Surrender of Senior Unsecured Debt Instrument to the FDIC



          If, at any time on or prior to the expiration of the period during which senior unsecured debt
of the Company is guaranteed by the FDIC under the Debt Guarantee Program (the “Effective Period”),
payment in full hereunder shall be made pursuant to the Debt Guarantee Program on the outstanding
principal and accrued interest to such date of payment, the Holder shall, or the Holder shall cause
the person or entity in possession to, promptly surrender to the FDIC this Security.



          13. Notice Obligations to FDIC of Payment Default



          If, at any time prior to the earlier of (a) full satisfaction of the payment obligations
hereunder, or (b) expiration of the Effective Period, the Company is in default of any payment
obligation hereunder, including timely payment of any accrued and unpaid interest, without regard
to any cure period, the Representative covenants and agrees that it shall provide written notice to
the FDIC within one (1) Business Day of such payment default. Solely for the purpose of this
Section 13, “Business Day” means any day that is not a Saturday, a Sunday or a day on which banks
are required or authorized by law to be closed in the State of New York.



          14. Ranking



          Any indebtedness of the Company to the FDIC arising under Section 2.03 of the Master Agreement
will constitute a senior unsecured general obligation of the Company, ranking pari passu with any
indebtedness hereunder.



          15. No Event of Default during Time of Timely FDIC Guarantee
Payments



          There shall not be deemed to be an Event of Default under this Security or the 2008 Indenture
which would permit or result in the acceleration of amounts due



(Reverse of Security continued on next page)




-35-









 







hereunder, if such an Event of Default is due solely to the failure of the Company to make
timely payment hereunder, provided that the FDIC is making timely guarantee payments with respect
to this Security in accordance with 12 C.F.R Part 370.



          The following provisions of this paragraph shall apply to this Security in addition to, and
without limiting, the foregoing provisions of this Section 15. No event that would otherwise
constitute an Event of Default with respect to the Securities of this series shall constitute an
Event of Default with respect to this Security, provided that, if any amounts of principal or
interest are due in respect of this Security and have not been paid (or made available for
payment), the FDIC is making timely guarantee payments of such amounts in accordance with 12 C.F.R
Part 370. As a result, upon the occurrence of any such event (including any event of the kind
specified in said Section 5.01), neither the Trustee nor the Holder of this Security shall be
entitled, with respect to this Security, to seek any remedies otherwise available, or to take any
other action otherwise provided for, under the 2008 Indenture upon an Event of Default (including
any right to accelerate the Maturity of the principal of this Security pursuant to Section 5.02 of
the 2008 Indenture, any right to exchange (at the Holder’s option) this Security for a Security
that is not a Global Security pursuant to Section 3.05 thereof and any right to institute a
proceeding pursuant to Section 5.07 thereof), provided that, if any amounts of principal or
interest are due in respect of this Security and have not been paid (or made available for
payment), the FDIC is making timely guarantee payments of such amounts in accordance with 12 C.F.R
Part 370. Without limiting the foregoing, no event, including any event of the kind specified in
Section 5.01(5) or 5.01(6) of the 2008 Indenture, shall result in the automatic acceleration of the
Maturity of the principal of this Security pursuant to Section 5.02 thereof. Notwithstanding the
foregoing, however, the rights of the Holder of this Security pursuant to Section 5.08 of the 2008
Indenture shall not be affected by this Section 15. With regard to this Security, the provisions
of Article Five of the 2008 Indenture shall be subject to, and shall be deemed modified as
necessary to be consistent with, the provisions of this Section 15.



          16. No Modifications without FDIC Consent



          Without the express written consent of the FDIC, the Company and the Trustee agree not to
amend, modify, supplement or waive any provision in this Security or the 2008 Indenture that is
related to the principal, interest, payment, default or ranking of the indebtedness hereunder or
that is required to be included herein pursuant to the Master Agreement.



          17. Demand Obligations to FDIC upon the Company’s Failure to Pay



          On the 30th day after the date the Company defaults in payment of interest on this Security,
which default has not been cured by the Company by such 30th day, in the case of default in
interest, or at the Maturity, in the case of default in principal of this



(Reverse of Security continued on next page)




-36-









 







Security, the Representative shall make a demand on behalf of the Holder to the FDIC for
payment on the guaranteed amount under the Debt Guarantee Program. Such demand shall be
accompanied by a proof of claim, which shall include evidence, to the extent not previously
provided in the Master Agreement, in form and content satisfactory to the FDIC, of: (A) the
Representative’s financial and organizational capacity to act as Representative; (B) the
Representative’s exclusive authority to act on behalf of the Holder and its fiduciary
responsibility to the Holder when acting as such, as established by the terms of this Security and
the 2008 Indenture; (C) the occurrence of a payment default; and (D) the authority to make an
assignment of the Holder’s right, title, and interest in this Security to the FDIC and to effect
the transfer to the FDIC of the Holder’s claim in any insolvency proceeding. Such assignment shall
include the right of the FDIC to receive any and all distributions on this Security from the
proceeds of the receivership or bankruptcy estate. Any demand under this Section 17 shall be made
in writing and directed to the Director, Division of Resolution and Receiverships, Federal Deposit
Insurance Corporation, Washington, D.C., and shall include all supporting evidences as provided in
this Section 17, and shall certify to the accuracy thereof.



          18. 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.






-37-











 





CUSIP NO.                     




ORIGINAL ISSUE DATE:                     




THE GOLDMAN SACHS GROUP, INC.

MEDIUM-TERM NOTE, SERIES D




OPTION TO ELECT REPAYMENT




TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE

AT THE OPTION OF THE HOLDER AND THE HOLDER

ELECTS TO EXERCISE SUCH RIGHT




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




 




(please print name of the undersigned)




 




(please print address of the undersigned)




 




(please print telephone number of the undersigned)




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




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




38









 







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



The Bank of New York Mellon

Attention: Corporate Trust Administration

101 Barclay Street, 4E

New York, New York 10286



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




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




 





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




 






	 	 	 
	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.






39









 






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.




 







40









 








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.






41









 




EXHIBIT A


 

 








MASTER AGREEMENT




Federal Deposit Insurance Corporation 




Temporary Liquidity Guarantee Program — Debt Guarantee Program 




 

 




TLGP Master Agreement 11/24/08




 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	1.01.
	 	Certain Defined Terms	 	 	1	 
	1.02.
	 	Terms Generally	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II SENIOR DEBT GUARANTEE	 	 	2	 
	 
	 	 	 	 	 	 
	2.01.
	 	Acknowledgement of Guarantee	 	 	2	 
	2.02.
	 	Guarantee Payments	 	 	2	 
	2.03.
	 	Issuer Make-Whole Payments	 	 	3	 
	2.04.
	 	Waiver of Defenses	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE ISSUER	 	 	4	 
	 
	 	 	 	 	 	 
	3.01.
	 	Organization and Authority	 	 	4	 
	3.02.
	 	Authorization, Enforceability	 	 	4	 
	3.03.
	 	Reports	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV NOTICE AND REPORTING	 	 	5	 
	 
	 	 	 	 	 	 
	4.01.
	 	Reports of Existing and Future Guaranteed Debt	 	 	5	 
	4.02.
	 	On-going Reporting	 	 	5	 
	4.03.
	 	Notice of Defaults	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE V COVENANTS AND ACKNOWLEDGMENTS OF THE ISSUER	 	 	6	 
	 
	 	 	 	 	 	 
	5.01.
	 	Terms to be included in Future Guaranteed Debt	 	 	6	 
	5.02.
	 	Breaches; False or Misleading Statements	 	 	6	 
	5.03.
	 	No Modifications	 	 	6	 
	5.04.
	 	Waiver by the Issuer	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VI GENERAL PROVISIONS	 	 	6	 
	 
	 	 	 	 	 	 
	6.01.
	 	Amendment and Modification of this Master Agreement	 	 	6	 
	6.02.
	 	Notices	 	 	7	 
	6.03.
	 	Counterparts	 	 	7	 
	6.04.
	 	Severability	 	 	7	 
	6.05.
	 	Governing Law	 	 	7	 
	6.06.
	 	Venue	 	 	7	 
	6.07.
	 	Assignment	 	 	7	 
	6.08.
	 	Headings	 	 	8	 
	6.09.
	 	Delivery Requirement	 	 	8	 
	 
	 	 	 	 	 	 
	Annex A
	 	Terms to be Included in Future Issuances of FDIC Guaranteed Senior Unsecured Debt	 	 	 	 
	 
	 	 	 	 	 	 
	Annex B
	 	Form of Assignment	 	 	 	 





TLGP Master Agreement 11/24/08


 











 





MASTER AGREEMENT




     THIS MASTER AGREEMENT (this “Master Agreement”) is being entered into as of the date
set forth on the signature page hereto by and between THE FEDERAL DEPOSIT INSURANCE CORPORATION, a
corporation organized under the laws of the United States of America and having its principal
office in Washington, D.C. (the “FDIC”), and the entity whose name appears on the signature
page hereto (the “Issuer”).



RECITALS 




     WHEREAS, on November 21, 2008, the FDIC issued its Final Rule, 12 C.F.R. Part 370 (as may be
amended from time to time, the “Rule”), establishing the Temporary Liquidity Guarantee
Program (the “Program”); and



     WHEREAS, pursuant to the Rule, the FDIC will guarantee the payment of certain newly-issued
“senior unsecured debt” (as defined in the Rule,
hereinafter “Senior Unsecured
Debt”) issued by an “eligible entity” (as defined in the Rule); and



     WHEREAS, the Issuer is an eligible entity for purposes of the Rule and has elected to
participate in the debt guarantee component of the Program.



ARTICLE I

DEFINITIONS




     1.01. Certain Defined Terms. As used in this Master Agreement, the following terms
shall have the following meanings:



     “Business Day” means any day that is not a Saturday, a Sunday or a day on which banks
are required or authorized by law to be closed in the State of New York.



     “FDIC” has the meaning ascribed to such term in the introductory paragraph to this
Master Agreement.



     “FDIC Guarantee” means the guarantee of payment by the FDIC of the Senior Unsecured
Debt of the Issuer in accordance with the terms of the Program.



     “Guarantee Payment” means any payment made by the FDIC under the Program with respect
to Senior Unsecured Debt of the Issuer.



     “Guarantee Payment Notice” has the meaning ascribed to such term in Section
2.02.



     “Issuer” has the meaning ascribed to such term in the introductory paragraph to this
Master Agreement.



     “Issuer Make-Whole Payments” has the meaning ascribed to such term in
Section 2.03.



	 	 	 	 	 
	 

	 	 	 	TLGP Master Agreement 11/24/08






 









 






     “Issuer Reports” means reports, registrations, documents, filings, statements and
submissions, together with any amendments thereto, that the Issuer or any subsidiary of the Issuer
is required to file with any governmental entity.



     “Master Agreement” means this Master Agreement, together with all Annexes and
amendments hereto.



     “Material Adverse Effect” means a material adverse effect on the business, results of
operations or financial condition of the Issuer and its consolidated subsidiaries taken as a whole.



     “Program” has the meaning ascribed to such term in the Recitals.



     “Reimbursement Payment” has the meaning ascribed to such term in Section 2.03.



     “Relevant Provision” means any provision that is related to the principal, interest,
payment, default or ranking of the Senior Unsecured Debt, any provision contained in Annex A or any
other provision the amendment of which would require the consent of any or all of the holders of
such debt.



     “Representative” means the trustee, administrative agent, paying agent or other
fiduciary or agent designated as the “Representative” under the governing documents for any Senior
Unsecured Debt of the Issuer subject to the FDIC Guarantee for purposes of submitting claims or
taking other actions under the Program.



     “Rule” has the meaning ascribed to such term in the Recitals.



     “Senior Unsecured Debt” has the meaning ascribed to such term in the Recitals.



     1.02. Terms Generally. Words in the singular shall be held to include the plural and
vice versa and words of one gender shall be held to include the other gender as the context
requires, the terms “hereof”, “herein” and “herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Master Agreement and not to any particular
provision of this Master Agreement, and Article, Section and paragraph references are to the
Articles, Sections and paragraphs of this Master Agreement unless otherwise specified, and the word
“including” and words of similar import when used in this Master Agreement shall mean “including,
without limitation”, unless otherwise specified.



ARTICLE II

SENIOR DEBT GUARANTEE




     2.01. Acknowledgement of Guarantee. The FDIC hereby acknowledges that the Issuer has
elected to participate in the debt guarantee component of the Program and that, as a result, the
Issuer’s Senior Unsecured Debt is guaranteed by the FDIC to the extent set forth in, and subject to
the provisions of, the Rule, and subject to the terms hereof.



     2.02. Guarantee Payments. The Issuer understands and acknowledges that any Guarantee
Payment with respect to a particular issue of Senior Unsecured Debt shall be paid by the FDIC
directly to:



	 	 	 	 	 	 	 
	 

	 	 	2	 	 	TLGP Master Agreement 11/24/08






 









 





     (a) the Representative with respect to such Senior Unsecured Debt if a Representative has been
designated; or



     (b) the registered holder(s) of such Senior Unsecured Debt if no Representative has been
designated; or



     (c) any registered holder of such Senior Unsecured Debt who has opted out of being represented
by the designated Representative;


in each case, pursuant to the claims procedure set forth in the Rule. In no event shall the FDIC
make any Guarantee Payment to the Issuer directly. The FDIC will provide prompt written notice to
the Issuer of any Guarantee Payment made by the FDIC with respect to any of the Issuer’s Senior
Unsecured Debt (the “Guarantee Payment Notice”).




     2.03. Issuer Make-Whole Payments. In consideration of the FDIC providing the FDIC
Guarantee with respect to the Senior Unsecured Debt of the Issuer, the Issuer hereby irrevocably
and unconditionally covenants and agrees:



     (a) to reimburse the FDIC immediately upon receipt of the Guarantee Payment Notice for all
Guarantee Payments set forth in the Guarantee Payment Notice (the “Reimbursement Payment”)
(without duplication of any amounts actually received by the FDIC as subrogee or assignee under the
governing documents of the relevant Senior Unsecured Debt of the Issuer);



     (b) beginning as of the date of the Issuer’s receipt of the Guarantee Payment Notice, to pay
interest on any unpaid Reimbursement Payments until such Reimbursement Payments shall have been
paid in full by the Issuer, at an interest rate equal to one percent (1%) per annum above the
non-default interest rate payable on the Senior Unsecured Debt with respect to which the relevant
Guarantee Payments were made, as calculated in accordance with the documents governing such Senior
Unsecured Debt; and



     (c) to reimburse the FDIC for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection or other enforcement of the Issuer’s
payment obligations hereunder. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the FDIC’s agents, counsel, accountants and experts.


Clauses (a), (b) and (c) above are collectively referred to herein as the “Issuer
Make-Whole Payments”. The indebtedness of the Issuer to the FDIC arising under this
Section 2.03 constitutes a senior unsecured general obligation of the Issuer, ranking pari
passu with other senior unsecured indebtedness of the Issuer, including without limitation Senior Unsecured Debt of
the Issuer that is subject to the FDIC Guarantee.



     2.04. Waiver of Defenses. The Issuer hereby waives any defenses it might otherwise
have to its payment obligations under any of the Issuer’s Senior Unsecured Debt or under
Section 2.03 hereof, in each case beginning at such time as the FDIC has made any Guarantee



	 	 	 	 	 	 	 
	 

	 	 	3	 	 	TLGP Master Agreement 11/24/08






 









 




Payment with respect to such Senior Unsecured Debt and continuing until such time as all Issuer
Make-Whole Payments have been received by the FDIC.




ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE ISSUER




     3.01. Organization and Authority. The Issuer has been duly organized and is validly
existing and in good standing under the laws of its jurisdiction of organization, with the
necessary power and authority to own its properties and conduct its business in all material
respects as currently conducted, except as has not had, or would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.



     3.02. Authorization, Enforceability.



     (a) The Issuer has the power and authority to execute and deliver this Master Agreement and to
carry out its obligations hereunder. The execution, delivery and performance by the Issuer of this
Master Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of the Issuer, and no further approval or
authorization is required on the part of the Issuer. This Master Agreement is a valid and binding
obligation of the Issuer enforceable against the Issuer in accordance with its terms, subject to
(i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws
now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of
equity (regardless of whether enforceability is considered in a proceeding at law or in equity).



     (b) The execution, delivery and performance by the Issuer of this Master Agreement and the
consummation of the transactions contemplated hereby and compliance by the Issuer with the
provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of,
or constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, or result in the termination of, or accelerate the performance required by, or
result in a right of termination or acceleration of, or result in the creation of, any lien,
security interest, charge or encumbrance upon any of the properties or assets of the Issuer or any
subsidiary of the Issuer under, any of the terms, conditions or provisions of, as applicable, (X)
its organizational documents or (Y) any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which the Issuer or any subsidiary of the
Issuer may be bound, or to which the Issuer or any subsidiary of the Issuer may be subject, or (ii)
violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree
applicable to the Issuer or any subsidiary of the Issuer or any of their respective properties or
assets except, in the case of clauses (i)(Y) and (ii), for those occurrences that, individually or
in the aggregate, have not had and would not reasonably be expected to have a Material Adverse
Effect.



     (c) No prior notice to, filing with, exemption or review by, or authorization, consent or
approval of, any governmental entity is required to be made or obtained by the Issuer in connection
with the execution of this Master Agreement, except for any such notices, filings, exemptions,
reviews, authorizations, consents and approvals which have been made or obtained



	 	 	 	 	 	 	 
	 

	 	 	4	 	 	TLGP Master Agreement 11/24/08






 









 




or the failure of which to make or obtain would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.




     3.03. Reports. Since December 31, 2007, the Issuer and each subsidiary of the Issuer
has timely filed all Issuer Reports and has paid all fees and assessments due and payable in
connection therewith, except, in each case, as would not individually or in the aggregate have a
Material Adverse Effect. As of their respective dates of filing, the Issuer Reports complied in
all material respects with all statutes and applicable rules and regulations of all applicable
governmental entities. In the case of each such Issuer Report filed with or furnished to the
Securities and Exchange Commission, if any, such Issuer Report (a) did not, as of its date, or if
amended prior to the date of this Master Agreement, as of the date of such amendment, contain an
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading,
(b) complied as to form in all material respects with all applicable requirements of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and (c) no executive
officer of the Issuer or any subsidiary of the Issuer has failed in any respect to make the
certifications required by him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002.
With respect to all other Issuer Reports, the Issuer Reports were complete and accurate in all
material respects as of their respective dates.



ARTICLE IV

NOTICE AND REPORTING




     4.01. Reports of Existing and Future Guaranteed Debt. The Issuer shall provide
reports to the FDIC of the amount of all Senior Unsecured Debt subject to the FDIC Guarantee in
accordance with the reporting requirements of the Rule.



     4.02. On-going Reporting. The Issuer covenants and agrees that, for so long as it has
outstanding Senior Unsecured Debt that is subject to the FDIC Guarantee, it shall furnish or cause
to be furnished to the FDIC (a) monthly reports, in such form as specified by the FDIC, containing
information relating to the Issuer’s outstanding Senior Unsecured Debt that is subject to the FDIC
Guarantee and such other information as may be requested in such form, and (b) such other
information that the FDIC may reasonably request, such other information to be delivered within ten
(10) Business Days of receipt by the Issuer of any such request.



     4.03. Notice of Defaults. The Issuer covenants and agrees that it shall notify the
FDIC within one (1) Business Day of any default in the payment of any principal or interest when
due, without giving effect to any cure period, with respect to any indebtedness of the Issuer
(including debt that is not subject to the FDIC Guarantee), whether such debt is existing as of the
date of this Master Agreement or is issued subsequent to the date hereof, if such default would
result, or would reasonably be expected to result, in an event of default under any Senior
Unsecured Debt of the Issuer that is subject to the FDIC Guarantee.



	 	 	 	 	 	 	 
	 

	 	 	5	 	 	TLGP Master Agreement 11/24/08






 









 






ARTICLE V

COVENANTS AND ACKNOWLEDGMENTS OF THE ISSUER




     5.01. Terms to be included in Future Guaranteed Debt. The governing documents for the
issuance of any Senior Unsecured Debt of the Issuer that is subject to the FDIC Guarantee shall
contain each of the provisions set forth in Annex A. If a particular issue of Senior
Unsecured Debt is evidenced solely by a trade confirmation, the Issuer shall use commercially
reasonable efforts to cause the holder of such debt to execute a written instrument setting forth
the holder’s agreement to be bound by the provisions set forth in Annex A. No document
governing the issuance of Senior Unsecured Debt of the Issuer that is subject to the FDIC Guarantee
shall contain any provision that would result in the automatic acceleration of the debt upon a
default by the Issuer at any time during which the FDIC Guarantee is in effect or during which
Guarantee Payments are being made in accordance with Section 370.12(b)(2) of the Rule.



     5.02. Breaches; False or Misleading Statements. The Issuer acknowledges and agrees
that (a) if it is in breach of any provision of this Master Agreement or (b) if it makes any false
or misleading statement or representation in connection with the Issuer’s participation in the
Program, or makes any statement or representation in bad faith with the intent to influence the
actions of the FDIC, the FDIC may take the enforcement actions provided in Section 370.11 of the
Rule, including termination of the Issuer’s participation in the Program. As set forth in the
Rule, any termination of the Issuer’s participation in the Program would solely have prospective
effect, and would in no event affect the FDIC Guarantee with respect to Senior Unsecured Debt of
the Issuer that is issued and outstanding prior to the termination of the Issuer’s participation in
the Program.



     5.03. No Modifications. The Issuer covenants and agrees that it shall not amend,
modify, or consent to any amendment or modification, or waive any Relevant Provision, without the
express written consent of the FDIC.



     5.04. Waiver by the Issuer. The Issuer acknowledges and agrees that if any covenant,
stipulation or other provision of this Master Agreement that imposes on the Issuer the obligation
to make any payment is at any time void under any provision of applicable law, the Issuer will not
make any claim, counterclaim or institute any proceedings against the FDIC or any of its assignees
or subrogees for any amount paid by the Issuer at any time, and the Issuer waives unconditionally
and absolutely any rights and defenses, legal or equitable, which arise under or in connection with
any such provision and which might otherwise be available to it for recovery of any amount due
under this Master Agreement.



ARTICLE
VI
GENERAL
PROVISIONS




     6.01. Amendment and Modification of this Master Agreement. This Master Agreement may
be amended, modified and supplemented in any and all respects, but only by a written instrument
signed by the parties hereto expressly stating that such instrument is intended to amend, modify or
supplement this Master Agreement.



	 	 	 	 	 	 	 
	 

	 	 	6	 	 	TLGP Master Agreement 11/24/08






 









 






     6.02. Notices. Unless otherwise provided herein, all notices and other
communications hereunder shall be in writing and shall be deemed given when mailed, delivered
personally, telecopied (which is confirmed) or sent by an overnight courier service, such as FedEx,
to the parties at the following addresses (or at such other address for a party as shall be
specified by such party by like notice):



     if to the Issuer, to the address appearing on the signature page hereto



	 	 	 
	     if to the FDIC, to:

	 	The Federal Deposit Insurance Corporation
	 

	 	Deputy Director, Receivership Operations Branch
	 

	 	Division of Resolutions and Receiverships
	 

	 	Attention: Master Agreement
	 

	 	550 17th Street, N.W.
	 

	 	Washington, DC 20429






     6.03. Counterparts. This Master Agreement may be executed in counterparts, which,
together, shall be considered one and the same agreement. Copies of executed counterparts
transmitted by telecopy or other electronic transmission service shall be considered original,
executed counterparts, provided receipt of such counterparts is confirmed.



     6.04. Severability. Any term or provision of this Master Agreement that is held by a
court of competent jurisdiction or other authority to be invalid, void or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a court of competent
jurisdiction or other authority declares that any term or provision hereof is invalid, void or
unenforceable, the parties agree that the court making such determination shall have the power to
reduce the scope, duration or applicability of the term or provision, to delete specific words or
phrases, or to replace any invalid, void or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision.



     6.05. Governing Law. Federal law of the United States shall control this Master
Agreement. To the extent that federal law does not supply a rule of decision, this Master
Agreement shall be governed by, and construed and enforced in accordance with, the laws of the
State of New York without giving effect to principles of conflicts of law other than Section 5-1401
of the New York General Obligations Law. Nothing in this Master Agreement will require any
unlawful action or inaction by either party.



     6.06. Venue. Each of the parties hereto irrevocably and unconditionally agrees that
any legal action arising under or in connection with this Master Agreement is to be instituted in
the United States District Court in and for the District of Columbia or in any United States
District Court in the jurisdiction where the Issuer’s principal office is located.



     6.07. Assignment. Neither this Master Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by operation
of law or otherwise) without the prior written consent of the other party, and any purported
assignment



	 	 	 	 	 	 	 
	 

	 	 	7	 	 	TLGP Master Agreement 11/24/08






 









 





without such consent shall be void. Subject to the preceding sentence, this Master Agreement shall
be binding upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.




     6.08. Headings. The headings and subheadings of the Table of Contents, Articles and
Sections contained in this Master Agreement, except the terms identified for definition in Article
I and elsewhere in this Master Agreement, are inserted for convenience only and shall not affect
the meaning or interpretation of this Master Agreement or any provision hereof.



     6.09. Delivery Requirement. The Issuer shall submit a completed, executed and dated
copy of the signature page hereto to the FDIC within five (5) business days of the date of the
Issuer’s election to continue participating in the debt guarantee component of the Program in
accordance with the delivery instructions set forth on the signature page.



[SIGNATURES BEGIN ON NEXT PAGE]




	 	 	 	 	 	 	 
	 

	 	 	8	 	 	TLGP Master Agreement 11/24/08







 









 









     IN WITNESS WHEREOF, the Issuer and the FDIC have caused this Master Agreement to be executed
by their respective officers thereunto duly authorized.



	 	 	 	 	 
	 	THE FEDERAL DEPOSIT INSURANCE

CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NAME OF ISSUER:

 	 
	 	THE GOLDMAN SACHS GROUP, INC. 
	 

	 	By:  	/s/ David Viniar 	 
	 	 	Name:  	David Viniar 	 
	 	 	Chief Financial Officer 	 
	 
	 	Address of Issuer:
85 Broad Street 

New York, New York 10004 


FDIC Certificate
Number: ________________________



RSSD ID or

OTS Docket
Number:
2380443




Date:
11/25/08

 	 



Delivery Instructions 





     Please deliver a completed, executed and dated copy of this Signature Page to the FDIC within
five (5) business days of the date of the Issuer’s election to continue participating in the Debt
Guarantee Program. Email is the preferred method of delivery to MasterAgreement@fdic.gov, or you
may send it by an overnight courier service such as FedEx to Senior Counsel, Special Issues Unit,
E7056, Attention: Master Agreement, 3501 Fairfax Drive, Arlington, Virginia, 22226.



	 	 	 	 	 
	 

	 	 	 	TLGP Master Agreement 11/24/08







 












 





Annex A 



Terms to be Included in Future Issuances of FDIC Guaranteed Senior Unsecured Debt 




     The following provisions shall be included in the governing documents for the issuance of
Senior Unsecured Debt of the Issuer that is subject to the FDIC Guarantee, in substantially the
form presented below, unless otherwise specified. The appropriate name of the governing
document(s) shall be inserted in place of the term “Agreement” where it appears in this Annex A.



Acknowledgement of the FDIC’s Debt Guarantee Program




     The parties to this Agreement acknowledge that the Issuer has not opted out of the debt
guarantee program (the “Debt Guarantee Program”) established by the Federal Deposit
Insurance Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program. As a
result, this debt is guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed
by the full faith and credit of the United States. The details of the FDIC guarantee are provided
in the FDIC’s regulations, 12 CFR Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The
expiration date of the FDIC’s guarantee is the earlier of the maturity date of this debt or June
30, 2012. [The italicized portion of the above provision shall be included exactly as written
above]



Representative




     The [insert name of the: trustee, administrative agent, paying agent or other fiduciary or
agent to be designated as the duly authorized representative of the debt holders] is designated
under this Agreement as the duly authorized representative of the holder[s] for purposes of making
claims and taking other permitted or required actions under the Debt Guarantee Program (the
“Representative”). Any holder may elect not to be represented by the Representative by
providing written notice of such election to the Representative.



Subrogation




     The FDIC shall be subrogated to all of the rights of the holder[s] and the Representative, if
there shall be one, under this Agreement against the Issuer in respect of any amounts paid to the
holder[s], or for the benefit of the holder[s], by the FDIC pursuant to the Debt Guarantee Program.



Agreement to Execute Assignment upon Guarantee Payment



[If there is a Representative, insert the following:]




     The holder[s] hereby authorize the Representative, at such time as the FDIC shall commence
making any guarantee payments to the Representative for the benefit of the holder[s] pursuant to
the Debt Guarantee Program, to execute an assignment in the form attached to this Agreement as
Exhibit [     ] [See Annex B to Master Agreement] pursuant to which the Representative shall
assign to the FDIC its right as Representative to receive any and all payments from the Issuer
under this Agreement on behalf of the holder[s]. The Issuer hereby consents and agrees that the
FDIC is an acceptable transferee for all or any portion of the indebtedness hereunder for all
purposes of this Agreement and upon any such assignment, the



TLGP Master Agreement 11/24/08



 









 







FDIC shall be deemed a holder under this Agreement for all purposes hereof, and the Issuer hereby
agrees to take such reasonable steps as are necessary to comply with any relevant provision of this
Agreement as a result of such assignment.



[or, if (i) there is no Representative or (ii) the holder has exercised its right not to be
represented by the Representative, insert the following:]




     The holder[s] hereby agree that, at such time as the FDIC shall commence making any guarantee
payments to the holder[s] pursuant to the Debt Guarantee Program, the holder[s] shall execute an
assignment in the form attached to this Agreement as Exhibit [     ] [See Annex B to Master
Agreement] pursuant to which the holder[s] shall assign to the FDIC [its/their] right to receive
any and all payments from the Issuer under this Agreement. The Issuer hereby consents and agrees
that the FDIC is an acceptable transferee for all or any portion of the indebtedness hereunder for
all purposes of this Agreement and upon any such assignment, the FDIC shall be deemed a holder
under this Agreement for all purposes thereof, and the Issuer hereby agrees to take such reasonable
steps as are necessary to comply with any relevant provision of this Agreement as a result of such
assignment.



Surrender of Senior Unsecured Debt Instrument to the FDIC




     If, at any time on or prior to the expiration of the period during which senior unsecured debt
of the Issuer is guaranteed by the FDIC under the Debt Guarantee Program (the “Effective Period”), payment in full hereunder shall be made
pursuant to the Debt Guarantee Program on the outstanding principal and accrued interest to such
date of payment, the holder shall, or the holder shall cause the person or entity in possession to,
promptly surrender to the FDIC the security certificate, note or other instrument evidencing such
debt, if any.



Notice Obligations to FDIC of Payment Default 




     If, at any time prior to the earlier of (a) full satisfaction of the payment obligations
hereunder, or (b) expiration of the Effective Period, the Issuer is in default of any payment
obligation hereunder, including timely payment of any accrued and unpaid interest, without regard
to any cure period, the Representative covenants and agrees that it shall provide written notice to
the FDIC within one (1) Business Day of such payment default.



Ranking 




     Any indebtedness of the Issuer to the FDIC arising under Section 2.03 of the Master Agreement
entered into by the Issuer and the FDIC in connection with the Debt Guarantee Program will
constitute a senior unsecured general obligation of the Issuer, ranking pari passu with any indebtedness hereunder.



No Event of Default during Time of Timely FDIC Guarantee Payments 




     There shall not be deemed to be an event of default under this Agreement which would permit or
result in the acceleration of amounts due hereunder, if such an event of default is due solely to
the failure of the Issuer to make timely payment hereunder, provided that the FDIC is



TLGP Master Agreement 11/24/08



A-2









 






making timely guarantee payments with respect to the debt obligations hereunder in accordance with
12 C.F.R Part 370.




No Modifications without FDIC Consent




     Without the express written consent of the FDIC, the parties hereto agree not to amend,
modify, supplement or waive any provision in this Agreement that is related to the principal,
interest, payment, default or ranking of the indebtedness hereunder or that is required to be
included herein pursuant to the Master Agreement executed by the Issuer in connection with the Debt
Guarantee Program.



TLGP Master Agreement 11/24/08




A-3









 








EXHIBIT B




ASSIGNMENT




          This Assignment is made pursuant to the terms of Section 10 of the reverse of The Goldman
Sachs Group, Inc.’s                      Notes due                     , CUSIP No.                      (the “Security”), between The
Bank of New York Mellon (the “Representative”), acting on behalf of the Holder of the Security who
have not opted out of representation by the Representative, and The Goldman Sachs Group, Inc. (the
“Company”) with respect to the debt obligations of the Company that are guaranteed under the Debt
Guarantee Program. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned thereto in the Security. Solely for the purpose of this Assignment, “Business
Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or
authorized by law to be closed in the State of New York.




          For value received, the Representative, on behalf of the Holder (the “Assignor”), hereby
assigns to the Federal Deposit Insurance Corporation (the “FDIC”), without recourse, all of the
Assignor’s respective rights, title and interest in and to: (a) the Security; (b) the Senior Debt
Indenture, dated July 16, 2008 (the “2008 Indenture”), by and between the Company and the
Representative, with respect to the Security; and (c) any other instrument or agreement executed by
the Company regarding obligations of the Company under the Security or the 2008 Indenture with
respect to the Security (collectively, the “Assignment”).




          The Assignor hereby certifies that:




          1. Without the FDIC’s prior written consent, the Assignor has not:




          (a) agreed to any material amendment of the Security or to any material deviation from the
provisions thereof; or




          (b) accelerated the maturity of the Security.




          [Instructions to the Assignor: If the Assignor has not assigned or transferred any interest in
the Security and related documentation, such Assignor must include the following representation.]




          2. The Assignor has not assigned or otherwise transferred any interest in the Security;




          [Instructions to the Assignor: If the Assignor has assigned a partial interest in the Security
and related documentation, the Assignor must include the following representation.]



B-1









 





          2. The Assignor has assigned part of its rights, title and interest in the Security to
                     pursuant to the                      agreement, dated as of                     , 20___, between
                    , as assignor, and                     , as assignee, an executed copy of which is attached
hereto.




          The Assignor acknowledges and agrees that this Assignment is subject to the Security and the
2008 Indenture and to the following:




          1. In the event the Assignor receives any payment under or related to the Security from a
party other than the FDIC (a “Non-FDIC Payment”):




          (a) after the date of demand for a guarantee payment on the FDIC pursuant to 12 CFR Part 370,
but prior to the date of the FDIC’s first guarantee payment under the Security pursuant to 12 CFR
Part 370, the Assignor shall promptly but in no event later than five (5) Business Days after
receipt notify the FDIC of the date and the amount of such Non-FDIC Payment and shall apply such
payment as payment made by the Company, and not as a guarantee payment made by the FDIC, and
therefore, the amount of such payment shall be excluded from this Assignment; and




          (b) after the FDIC’s first guarantee payment under the Security, the Assignor shall forward
promptly to the FDIC such Non-FDIC Payment in accordance with the payment instructions provided in
writing by the FDIC.




          2. Acceptance by the Assignor of payment pursuant to the Debt Guarantee Program on behalf of
the Holder shall constitute a release by the Holder of any liability of the FDIC under the Debt
Guarantee Program with respect to such payment.




          The Person who is executing this Assignment on behalf of the Assignor hereby represents and
warrants to the FDIC that he/she/it is duly authorized to do so.




B-2









 








******




          IN WITNESS WHEREOF, the Assignor has caused this instrument to be executed and delivered this
                     day of                     , 20___.




	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	[ASSIGNOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Signature)
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Print)
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(Print)





Consented to and acknowledged by this ___day of                     , 20___:




THE FEDERAL DEPOSIT INSURANCE CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

(Signature)
	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

(Print)
	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

(Print)
	 	 







B-3