EX-4.5






Exhibit 4.5




[FORM OF FLOATING RATE SENIOR DEBT SECURITY]




			
	 	 	 
	Registered No.
	 	CUSIP No.

ISIN No.






(Face of Security)




     [IF A GLOBAL SECURITY, INSERT — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
2008 INDENTURE 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 7, 9, 10, 11, 12, 13, 14, 15 AND 16 ON THE REVERSE
HEREOF.


(Face of Security continued on next page)




-1-









 








Title of Series:                    

Title of Securities:                     




THE GOLDMAN SACHS GROUP, INC.




[TITLE OF SECURITY]




     The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the “Company”, which term includes any successor Person under
the 2008 Indenture (as defined on the reverse of this Security)), for value received, hereby
promises to pay to ___, or registered assigns, the principal sum of ___on ___and to pay interest
thereon, from ___or from the most recent Interest Payment Date to which interest has been paid or
made available for payment, ___on ___in each year (each, an “Interest Payment Date”), commencing on
___and at the Maturity of the principal hereof, until the principal hereof is paid or made
available for payment, at the rate of [IF APPLICABLE, INSERT - ___% above][LIBOR][EURIBOR],
determined in accordance with the following provisions and reset effective each Interest Reset
Date. [IF FOLLOWING BUSINESS DAY CONVENTION APPLIES, INSERT — If an Interest Payment Date would
otherwise be a day that is not a Business Day, the Interest Payment Date will be postponed to the
next day that is a Business Day. [IF MODIFIED FOLLOWING BUSINESS DAY CONVENTION APPLIES, ALSO
INSERT — However, if that Business Day is in the next succeeding calendar month, the Interest
Payment Date will instead be advanced to the immediately preceding day that is a Business Day.]]
[IF FOLLOWING UNADJUSTED BUSINESS DAY CONVENTION APPLIES, INSERT — If an Interest Payment Date
would otherwise be a day that is not a Business Day, the payment due on that Interest Payment Date
(but no such Interest Payment Date) will be postponed to the next day that is a Business Day;
provided, however, that interest due with respect to such Interest Payment Date
shall not accrue from and including such Interest Payment Date shall not accrue from and including
such Interest Payment Date to and including the date of payment of such interest as so postponed
[IF MODIFIED FOLLOWING UNADJUSTED BUSINESS DAY CONVENTION APPLIES, ALSO INSERT —, and
provided further that, if such next succeeding Business Day would fall in the next
succeeding calendar month, the date of payment with respect to such Interest Payment Date (but not
such Interest Payment Date) will be advanced to the Business Day immediately preceding such
Interest Payment Date].]  Not withstanding
the foregoing, an Interest Payment Date that falls on the Maturity
of this Security will not be changed. Any such installment
of interest that is overdue shall also bear interest at the same rate
in effect during the Interest Period ending on the due date of such
installment of interest (to the extent that the payment of such
interest shall be legally enforceable), from the date any such
overdue amount first becomes due until it is paid or made available
for payment. Notwithstanding the foregoing, interest on any
installment of interest that is overdue shall be payable on demand.



     Unless otherwise specified, interest on this Security shall be calculated on the basis of a
360-day year and the actual number of days elapsed. Payments of interest on this Security with
respect to any Interest Payment Date or at the Maturity of the principal hereof will include
interest accrued to but excluding such Interest Payment Date or the date of such Maturity, as the
case may be. Accrued interest from the date of issue or from the last date to which interest has
been paid or made available for payment shall be calculated by the Calculation Agent by multiplying
the principal amount by an accrued interest factor. Such accrued interest factor shall be computed
by adding the interest factors calculated for each day from and including the date of issue or from
and including the last date to which interest has been paid or made available for payment, to but
excluding the date for which accrued interest is being calculated. The interest factor for each
such day shall be expressed as a decimal and computed by dividing the interest rate (also expressed
as a decimal) in effect on such day by 360. Notwithstanding the foregoing, interest on this
Security shall not be higher than the maximum rate permitted by New York law, as it may be modified
by U.S. law of general applicability.



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



     [IF LIBOR, INSERT — LIBOR will be the offered rate for [insert applicable index maturity]
deposits in [insert applicable index currency], as that rate appears on the Reuters Screen LIBOR
Page as of


(Face of Security continued on next page)




-2-









 







11:00 A.M., London time, on the relevant Interest Determination Date, beginning on the
relevant Interest Reset Date. Notwithstanding the foregoing, LIBOR for the initial Interest Period
will be the Initial Base Rate.




     If the rate described above does not so appear on the Reuters Screen LIBOR Page, LIBOR will be
determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant
Interest Determination Date, at which deposits of the following kind are offered to prime banks in
the London interbank market by four major banks in that market selected by the Calculation Agent:
[insert applicable index maturity] [insert applicable index currency] deposits, beginning on the
relevant Interest Reset Date, and in a Representative Amount. The Calculation Agent will request
the principal London office of each such bank to provide a quotation of its rate. If at least two
quotations are provided, LIBOR for the relevant Interest Determination Date will be the arithmetic
mean of the quotations.



     If fewer than two quotations are provided as described above, LIBOR for the relevant Interest
Determination Date will be the arithmetic mean of the rates for loans of the following kind to
leading European banks quoted, at approximately 11:00 A.M., in [the principal financial center for
the country of the applicable index currency], on that Interest Determination Date, by three major
banks in [that principal financial center] selected by the Calculation Agent: [insert applicable
index maturity] [insert applicable index currency] loans, beginning on the relevant Interest Reset
Date, and in a Representative Amount.



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



     For all purposes of this Security:



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



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



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



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



     The term “London Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in London generally are authorized or obligated by law,
regulation or executive order to close and is also a day on which dealings in [insert applicable
index currency] are transacted in the London interbank market.



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


(Face of Security continued on next page)




-3-









 








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



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



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



     If the rate described above does not so appear on the Reuters Screen EURIBOR01 Page, EURIBOR
will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the
relevant Interest Determination Date, at which deposits of the following kind are offered to prime
banks in the euro-zone interbank market by the principal euro-zone office of each of four major
banks in that market selected by the Calculation Agent: [insert applicable index maturity] deposits
in euros, beginning on the relevant Interest Reset Date, and in a Representative Amount. The
Calculation Agent will request the principal euro-zone office of each of these banks to provide a
quotation of its rate. If at least two quotations are provided, EURIBOR for the relevant Interest
Determination Date will be the arithmetic mean of the quotations.



     If fewer than two quotations are provided as described above, EURIBOR for the relevant
Interest Determination Date will be the arithmetic mean of the rates for loans of the following
kind to leading euro-zone banks quoted, at approximately 11:00 A.M., Brussels time, on that
Interest Determination Date, by three major banks in the euro-zone selected by the Calculation
Agent: loans of euros having the maturity of [insert applicable index maturity], beginning on the
relevant Interest Reset Date, and in a Representative Amount.



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



     For all purposes of this Security:



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



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



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



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


(Face of Security continued on next page)




-4-









 








Notwithstanding the foregoing, an Interest Reset Date that falls on the Maturity of this
Security will not be changed.



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



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



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



     All percentages resulting from any calculation with respect to this Security shall be rounded
upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a
percentage point (e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654) and
9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655)). All amounts used in or
resulting from any calculation with respect to this Security shall be rounded upward or downward,
as appropriate, to the nearest cent with one-half or more of a cent being rounded upward.



     The interest so payable, and punctually paid or 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
Regular Record Date for such interest, which shall be the ___(whether or not a Business Day, as
defined below) next preceding such Interest Payment Date. Any interest so payable, but not
punctually paid or 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 being given to the Holder of this Security not less than 10
days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with
the requirements of any securities exchange on which this Security may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the 2008 Indenture. For
the purpose of determining the Holder at the close of business on any relevant record date when
business is not conducted, the close of business will mean 5:00 P.M., New York City time, on that
day.



     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


(Face of Security continued on next page)




-5-









 







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 and Manner of Payment



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



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



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



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



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


(Face of Security continued on next page)




-6-









 




interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.




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



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



     Payments Due on a Business Day



     [IF LIBOR, INSERT — Notwithstanding any provision of this Security or the 2008 Indenture, if
the Maturity of the principal hereof occurs on a day that is not a Business Day, any amount of
principal, premium or interest that would otherwise be due on this Security on a day (the
“Specified Day”) that is not a Business Day may be paid or made available for payment on
the next succeeding Business Day with the same force and effect as if such amount were paid on the
Specified Day. For all purposes of this Security, “Business Day” means any day that is not
a Saturday or Sunday, and that is not a day on which banking institutions generally are authorized
or obligated by law, regulation or executive order to close in The City of New York and that is
also a London Business Day; provided that, solely with respect to any payment to be made at
any Place of Payment outside The City of New York or London, Business Day means any day that is a
“Business Day” as defined above and that also is not a day on which banking institutions generally
are authorized or obligated by law, regulation or executive order to close in such Place of
Payment; provided further that, with respect to Section 12 of the reverse hereof
and Exhibit B hereto, the definition of “Business Day” therein shall apply. The provisions of this
paragraph shall apply to this Security in lieu of the provisions of Section 1.13 of the 2008
Indenture.]



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


(Face of Security continued on next page)




-7-









 




The City of New York or London, and that is also a Euro Business Day, as defined below;
provided that, with respect to Section 12 of the reverse hereof and Exhibit B hereto, the
definition of “Business Day” therein shall apply. The term “Euro Business Day” means any day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or
any successor system, is open for business. The provisions of this paragraph shall apply to this
Security in lieu of the provisions of Section 1.13 of the 2008 Indenture.]




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



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



     Exchange Rate Agent



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



     All determinations made by the Exchange Rate Agent pursuant to the terms of this Security
shall be, absent manifest error, conclusive for all purposes and binding on the Holder of this
Security and the Company. The Exchange Rate Agent shall not have any liability therefor.]



     Calculation Agent



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



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



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


(Face of Security continued on next page)





-8-









 








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



     3. [IF APPLICABLE, INSERT-Additional Amounts.



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




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




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




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


(Reverse of Security continued on next page)





-10-









 









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




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




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




(vii) by or on behalf of a Holder who would be able to avoid such withholding or deduction
by presenting this Security to another Paying Agent in a Member State of the European
Union;




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




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



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



     The term “United States Alien” means any Person who, for U.S. federal income tax
purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership one or
more of the members of which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or
trust, or a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal
income tax on a net income basis on income or gain from this Security. For the purposes of this
Section 3 and Section 4 only, (a) the term “United States” means the United States of
America (including the states thereof and the District of Columbia), together with the territories,
possessions and all other areas subject to the jurisdiction of the United States of America and (b)
the term “U.S. Taxing Authority” means the United States of America or any state, other
jurisdiction or taxing authority in the United States.



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



     Whenever in the Securities of this series (or in the 2008 Indenture, including in Sections
5.01(1) and 501(2) thereof, insofar as applicable to this series) there is a reference, in any
context, to the payment of the principal of or interest on any Security of this series, such
mention shall be deemed to include mention of any payment of additional amounts to United States
Aliens in respect of such payment of principal or interest to the extent that, in such context,
such additional amounts are, were or would be payable in respect thereof pursuant to this Section 3
or any corresponding section of another Security of


(Reverse of Security continued on next page)




-11-









 




this series, as the case may be. Express mention of the payment of additional amounts in any
provision of any Security of this series shall not be construed as excluding additional amounts in
the provisions of any Security of this series (or of the 2008 Indenture insofar as it applies to
this series) where such express mention is not made.]




     4. Redemption.



     The Securities of this series may be redeemed, as a whole but not in part, at the option of
the Company, at a redemption price equal to 100% of the principal amount of the Securities to be
redeemed, together with interest accrued to the date fixed for redemption, if, as a result of any
amendment to, or change in, the laws or regulations of any U.S. Taxing Authority (as defined in
Section 3 above), or any amendment to or change in any official interpretation or application of
such laws or regulations, which amendment or change becomes effective or is announced on or after
___, the Company will become obligated to pay, on the next Interest Payment Date, additional
amounts in respect of any Security of this series pursuant to Section 3 of this Security or any
corresponding section of another Security of this series. If the Company becomes entitled to redeem
the Securities of this series, it may do so on any day thereafter pursuant to the 2008 Indenture;
provided, however, that (1) the Company gives the Holder of this Security notice of
such redemption not more than 60 days nor less than 30 days prior to the date fixed for redemption
as provided in the 2008 Indenture, (2) no such notice of redemption may be given earlier than 90
days prior to the next Interest Payment Date on which the Company would be obligated to pay such
additional amounts and (3) at the time such notice is given, such obligation to pay such additional
amounts remains in effect. Immediately prior to the giving of any notice of redemption of
Securities pursuant to this Section 4, the Company will deliver to the Trustee an Officers’
Certificate stating that the Company is entitled to effect such redemption and setting forth in
reasonable detail a statement of facts showing that the conditions precedent to the right of the
Company to so redeem the Securities have occurred. Interest installments due on or prior to a
Redemption Date will be payable to the Holder of this Security or one or more Predecessor
Securities, of record at the close of business on the relevant record date, all as provided in the
2008 Indenture.



     5. Defeasance.



     The 2008 Indenture contains provisions for defeasance at any time of the entire indebtedness
of this Security or certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the 2008 Indenture.



     6. Modification and Waiver.



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


(Reverse of Security continued on next page)




-12-









 








     7. 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 14 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 14
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 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.



     8. Transfer and Exchange.



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



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



     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.


(Reverse of Security continued on next page)




-13-









 








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



     This Security is a Global Security and is subject to the provisions of the 2008 Indenture
relating to Global Securities, including the limitations in Section 3.05 thereof on transfers and
exchanges of Global Securities (subject to Section 10 of the reverse of this Security).



     9. 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.



     10. 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 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 10, Section 11 below or any other similar provision of this Security.



     11. 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.



     12. 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 12, “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.



     13. 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.


(Reverse of Security continued on next page)





-14-









 








     14. 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 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 14. 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 14. 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 14.



     15. 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.



     16. 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 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 16 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 16, and shall certify to the accuracy
thereof.


(Reverse of Security continued on next page)




-15-









 








     [IF LISTED ON LUXEMBOURG STOCK EXCHANGE, INSERT —



     17. Notices.



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



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



     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.



     19. Terms Defined in the 2008 Indenture.



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



     [IF APPLICABLE, INSERT — References in this Security to euro shall mean, as of any time, the
coin or currency (if any) that is legal tender for the payment of private and public debt in all
countries then participating in the European Economic and Monetary Union (or any successor union)
pursuant to the Treaty on European Union of February 1992 (or any successor treaty), as it may be
amended from time to time.]





-16-









 








ASSIGNMENT 




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



     PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [                                                     
       ]


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




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





 




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




Dated:                     




Signature Guaranteed




	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	NOTICE: Signature must be guaranteed.

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







 









 




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.]



     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-1









 





     (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