<PAGE>
                                                                     Exhibit 4.5

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                         THE GOLDMAN SACHS GROUP, INC.,
                                    as Issuer


                                       TO


                              THE BANK OF NEW YORK,
                                   as Trustee


                                -----------------


                                    [FORM OF]

                             SUPPLEMENTAL INDENTURE

                                 Dated as of [ ]


                                -----------------


                                      $[ ]


                      [ ]% Subordinated Debentures due [ ]

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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                                                        <C>
ARTICLE ONE DEFINITIONS..................................................................................    2

         Section 1.1       Provisions of the Original Indenture..........................................    2
         Section 1.2       Definitions...................................................................    2

ARTICLE TWO GENERAL TERMS AND CONDITIONS ON THE NOTES....................................................    6

         Section 2.1       Designation and Principal Amount..............................................    6
         Section 2.2       Notices to Trustee and Company by Capital Securities Holders..................    8
         Section 2.3       Deferrals of Interest Payment Dates...........................................    8
         Section 2.4       Rights of Set-Off.............................................................    9
         Section 2.5       Acceleration of Maturity; Rescission and Annulment............................   10
         Section 2.6       Direct Action by Holders of Capital Securities................................   11
         Section 2.7       Restoration of Rights and Remedies of Holders of Capital Securities...........   11
         Section 2.8       Delay or Omission by Holders of Capital Securities Not Waiver.................   11
         Section 2.9       Waiver of Past Defaults by Holders of Capital Securities......................   11
         Section 2.10      Supplemental Indentures With Consent of Holders...............................   12
         Section 2.11      Additional Sums...............................................................   12
         Section 2.12      Additional Covenants..........................................................   13
         Section 2.13      Election to Redeem; Notice to Trustee.........................................   14
         Section 2.14      Right of Redemption...........................................................   14

ARTICLE THREE MISCELLANEOUS PROVISIONS...................................................................   15

         Section 3.1       Separability of Invalid Provisions............................................   15
         Section 3.2       Execution in Counterparts.....................................................   15
         Section 3.3       Benefits of Indenture for Holders of Capital Securities.......................   15
         Section 3.4       Governing Law.................................................................   15
</TABLE>


                                      -i-
<PAGE>
         SUPPLEMENTAL INDENTURE, dated as of [ ], between The Goldman Sachs
Group, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), having its principal office at 85 Broad
Street, New York, New York 10004, and The Bank of New York, a New York banking
corporation, as Trustee, to the Subordinated Debt Indenture, dated as of [ ],
between the Company and the Trustee (the "Original Indenture").

                              W I T N E S S E T H :

         WHEREAS, the Original Indenture provides for the issuance from time to
time thereunder, in one or more series, of unsecured debentures, notes or other
evidence of indebtedness of the Company, and Section 901 of the Original
Indenture provides for the establishment of the form or terms of Securities of
any series issued thereunder, and any additions to, changes in or eliminations
of any provisions of the Original Indenture in respect of such series as
provided therein, through one or more supplemental indentures;

         WHEREAS, the Company desires by this Supplemental Indenture to (1)
create a series of Securities to be issuable under the Original Indenture, as
supplemented by this Supplemental Indenture, and to be known as the Company's
[ ]% Subordinated Debentures due [ ], which are to be limited in aggregate
principal amount as specified in this Supplemental Indenture and the terms and
provisions of which are to be as specified in this Supplemental Indenture, and
(2) to add to, change or eliminate specified provisions of the Original
Indenture solely insofar as they apply to the Subordinated Indentures and the
Holders thereof;

         WHEREAS, the Subordinated Debentures shall be issued to evidence loans
made to the Company of the proceeds from the issuance by the Issuer Trust of
[ ]% preferred trust interests in the Issuer Trust issued pursuant to the Trust
Agreement (as they may be amended from time to time, the "Capital Securities")
and common trust interests in the Issuer Trust issued pursuant to the Trust
Agreement (as they may be amended from time to time, the "Common Securities"
and, together with the Capital Securities, the "Trust Securities");

         WHEREAS, the Company has duly authorized the execution and delivery of
this Supplemental Indenture to establish the Subordinated Debentures as a series
of Securities under the Original Indenture and to provide for, among other
things, the issuance of and the form and terms of the Subordinated Debentures
and additions to, changes in or eliminations of specified provisions of the
Original Indenture solely insofar as they apply to the Subordinated Debentures
and the Holders thereof; and

         WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement according to its terms have been done.

         NOW, THEREFORE, for and in consideration of the premises and the
purchase and acceptance of the Subordinated Debentures by the Holders thereof
and for the purpose of setting forth, as provided in the Original Indenture, the
form of the Subordinated Debentures and the terms, provisions and conditions
thereof (including
<PAGE>
additions to, changes in and eliminations of specified provisions of the
Original Indenture as aforesaid), the Company covenants and agrees with the
Trustee as follows:

                                  ARTICLE ONE

                                   DEFINITIONS

SECTION 1.1       PROVISIONS OF THE ORIGINAL INDENTURE

         Except insofar as herein otherwise expressly provided, all the
definitions, provisions, terms and conditions of the Indenture shall remain in
full force and effect. The Indenture, as amended and supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed. The Indenture
and this Supplemental Indenture shall be read, taken and considered as one and
the same instrument for all purposes and every Holder of Subordinated Debentures
authenticated and delivered under the Indenture (and every holder of Senior
Indebtedness with respect to the Subordinated Debentures) shall be bound hereby.

SECTION 1.2       DEFINITIONS

         For all purposes of this Supplemental Indenture and the Subordinated
Debentures, except as herein otherwise expressly provided or unless the subject
matter or context hereof otherwise requires:

                  (a) any reference to an "Article" or a "Section" refers to an
         Article or Section, as the case may be, of this Supplemental Indenture;

                  (b) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Supplemental Indenture as a whole
         and not to any particular Article, Section or other subdivision;

                  (c) all terms used in this Supplemental Indenture that are
         defined in the Indenture have the meanings assigned to them in the
         Indenture, except as otherwise provided in this Supplemental Indenture;

                  (d) the term "Securities" as defined in the Indenture and as
         used in any definition therein, shall be deemed to include or refer to,
         as applicable, the Subordinated Debentures; and

                  (e) the following terms have the meanings given to them in
         this Section 1.2:

         "Additional Amounts" has the meaning set forth in the Trust Agreement.

         "Additional Interest" has the meaning set forth in Section 2.1.

         "Additional Sums" has the meaning set forth in Section 2.11.


                                      -2-
<PAGE>
         "Additional Taxes" means the sum of any additional taxes, duties and
other governmental charges to which the Issuer Trust has become subject from
time to time as a result of a Tax Event.

         "Allocable Amounts", when used with respect to any Senior Subordinated
Indebtedness, means the amount necessary to pay all principal of (and premium,
if any) and interest, if any, on such Senior Subordinated Indebtedness in full
less, if applicable, any portion of such amount which would have been paid to,
and retained by, the holders of such Senior Subordinated Indebtedness (whether
as a result of the receipt of payments by the holders of such Senior
Subordinated Indebtedness from the Company, the trustee in respect thereof or
any other obligor thereon or from any holders of, or trustee in respect of,
other indebtedness that is subordinate and junior in right of payment to such
Senior Subordinated Indebtedness pursuant to any provision of such indebtedness
for the payment over of amounts received on account of such indebtedness to the
holders of such Senior Subordinated Indebtedness) but for the fact that such
Senior Subordinated Indebtedness is subordinate or junior in right of payment to
trade accounts payable or accrued liabilities arising in the ordinary course of
business.

         "Capital Securities" has the meaning specified in the third recital of
this Supplemental Indenture.

         [if applicable insert: "Capital Treatment Event" means [insert
applicable definition].]

         "Common Securities" has the meaning specified in the third recital of
this Supplemental Indenture.

         "Defaulted Interest" means (1) a regular installment of interest that
first becomes due and payable on the Subordinated Debentures on an Interest
Payment Date that does not fall during an Extension Period, but as to which
payment is not made or duly provided for on such Interest Payment Date, and (2)
a regular installment of interest that would otherwise first become due and
payable on the Subordinated Debentures on an Interest Payment Date that falls
during an Extension Period, but which, because of the deferral of interest
during such period, does not first become due and payable until the day on
which such period ends, and as to which payment is not made or duly provided
for on the day such period ends. Defaulted Interest does not include Other
Interest, Additional Interest or any other interest.

         "Deferred Interest" means a regular installment of interest that would
otherwise first become due and payable on the Subordinated Debentures on an
Interest Payment Date that falls during an Extension Period, but which, because
of the deferral of interest during such period, does not first become due and
payable until the day on which such period ends. Deferred Interest does not
become Defaulted Interest unless and until payment thereof becomes due on the
day the relevant Extension Period ends and is not made or duly provided for on
such day (whereupon it ceases to be Deferred Interest and becomes Defaulted
Interest). Deferred Interest does not include Additional Interest, Other
Interest or any other Interest.

         "Delaware Trustee" means, at any time, the commercial bank or trust
company that is then the Delaware Trustee pursuant to the Trust Agreement,
solely in its capacity as Delaware Trustee under the Trust Agreement and not in
its individual capacity.

         "Distributions" means amounts payable in respect of the Capital
Securities as provided in the Trust Agreement and referred to therein as
"Distributions".

         "Extension Period" has the meaning set forth in Section 2.3.

         "Goldman Sachs Guarantee" means the guarantee by the Company of
distributions on the Capital Securities to the extent provided in the Guarantee
Agreement.

         "Guarantee Agreement" means the Guarantee Agreement, dated as of [ ],
between the Company and The Bank of New York, as trustee, as it may be amended
from time to time.

         "Holder", solely when used with respect to the Capital Securities, has
the meaning set forth in the Trust Agreement.

         "Indenture" means the Original Indenture as originally executed, as it
is supplemented and amended by this instrument and as it may from time to time
be further


                                      -3-
<PAGE>
supplemented or amended by one or more other indentures supplemental thereto
entered into pursuant to the applicable provisions thereof, including, for all
purposes of such instrument, this instrument and any such other supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern such instrument, this instrument and any such other
supplemental indenture, respectively. The term "Indenture" shall also include
the terms of particular series of Securities established as contemplated by
Section 301 thereof.

         "Investment Company Event" means that the Issuer Trust has received an
opinion of counsel experienced in such matters that states that, as a result of
an amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or governmental agency or regulatory authority thereof or therein,
or as a result of any official administrative pronouncement (including any
interpretation, release, no-action letter, regulatory procedure, notice or
announcement (including any notice or announcement of an intent to adopt any
interpretation, procedures or regulations) or action or any judicial decision
interpreting or applying such laws or regulations, whether or not the
pronouncement, action or decision is issued to or in connection with a
proceeding involving the Company or the Issuer Trust or is subject to review or
appeal, which amendment or change is effective, or which pronouncement, action
or decision is announced or occurs, on or after the date of the issuance of the
Capital Securities, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act of 1940.

         "Issuer Trust" has the meaning set forth in the Trust Agreement and
includes any assignee thereof or successor thereto permitted under the Trust
Agreement (and on the date hereof is Goldman Sachs Capital I).

         "Issuer Trustees" means the Administrative Trustees, the Delaware
Trustee and the Property Trustee.

         "Junior Subordinated Indebtedness" means any obligation of the Company
to its creditors, whether now outstanding or subsequently incurred, as to which,
in the instrument creating or evidencing the obligation or pursuant to which the
obligation is outstanding, it is provided that the obligation is subordinated
and junior in right of payment to Senior Debt pursuant to subordination
provisions (including the definition of Senior Debt) substantially similar to
those set forth in the Indenture with respect to the Subordinated Debentures.
"Junior Subordinated Indebtedness" includes the Subordinated Debentures.

         "Liquidation Amount" has the meaning set forth in the Trust Agreement.

         "Other Amounts" has the meaning set forth in the Trust Agreement.

         "Other Interest" has the meaning set forth in Section 2.1.


                                      -4-
<PAGE>
         "Outstanding", solely when used with respect to the Capital Securities,
has the meaning set forth in the Trust Agreement.

         "Property Trustee" means, at any time, the commercial bank or trust
company (or other Person) that is then the Property Trustee pursuant to the
Trust Agreement, solely in its capacity as Property Trustee under the Trust
Agreement and not in its individual capacity.

         "Senior Debt" means (i) Senior Indebtedness (but excluding trade
accounts payable and accrued liabilities arising in the ordinary course of
business) and (ii) the Allocable Amounts of Senior Subordinated Indebtedness.

         "Senior Indebtedness" means any obligation of the Company to its
creditors, whether now outstanding or subsequently incurred, other than any
obligation as to which, in the instrument creating or evidencing the obligation
or pursuant to which the obligation is outstanding, it is provided that the
obligation is not Senior Indebtedness; provided that Senior Indebtedness does
not include Senior Subordinated Indebtedness or Junior Subordinated
Indebtedness.

         "Senior Subordinated Indebtedness" means any obligation of the Company
to its creditors, whether now outstanding or subsequently incurred, as to which,
in the instrument creating or evidencing the obligation or pursuant to which the
obligation is outstanding, it is provided that the obligation is subordinate and
junior in right of payment to Senior Indebtedness pursuant to subordination
provisions (including the definition of "Senior Indebtedness") [that are not
substantially similar to those applicable to the Subordinated Debentures
(provided that the obligation is not subordinate and junior in right of payment
to Junior Subordinated Indebtedness] [that are substantially similar to those
applicable to the Company's outstanding Senior Subordinated Indebtedness.
Anything to the contrary herein notwithstanding, except to the extent otherwise
expressly provided by the terms of any such indebtedness issued after the date
hereof, Senior Subordinated Indebtedness includes the indebtedness of the
Company, except to the extent otherwise expressly provided by the terms of any
such indebtedness issued after the date hereof, issued under [list instruments
under which Senior Subordinated Debt has been issued]].

         "Subordinated Debentures" means the series of Securities identified in
Section 2.1, as they may be amended from time to time.

         "Tax Event" means the receipt by the Issuer Trust of an Opinion of
Counsel (as defined in the Trust Agreement) experienced in such matters to the
effect that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement (including any private
letter ruling, technical advice memorandum, field


                                      -5-
<PAGE>
service advice, regulatory procedure, notice or announcement (including any
notice or announcement of intent to adopt any procedures or regulations)) or
action or judicial decision interpreting or applying such laws or regulations,
whether or not the pronouncement or decision is issued to or in connection with
a proceeding involving the Company or the Issuer Trust or is subject to review
or appeal, which amendment or change is effective, or which pronouncement,
action or decision is announced or occurs, on or after the date of issuance of
the Capital Securities, there is more than an insubstantial risk that:

              (1) the Issuer Trust is, or will be within 90 days of the date of
     such Opinion of Counsel, subject to United States Federal income tax with
     respect to income received or accrued on the Subordinated Debentures by the
     Issuer Trust,

              (2) interest payable by the Company on the Subordinated Debentures
     is not, or within 90 days of the date of such Opinion of Counsel, will not
     be, deductible by the Company, in whole or in part, for United States
     Federal income tax purposes, or

              (3) the Issuer Trust is, or will be within 90 days of the date of
     such Opinion of Counsel, subject to more than a de minimis amount of other
     taxes, duties or other governmental charges.

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
as of [ ], among the Company, the Property Trustee, the Administrative Trustee,
the Delaware Trustee and the holders of the Trust Securities, as amended from
time to time.

         "Trust Securities" has the meaning specified in the third recital of
this Supplemental Indenture.

                                  ARTICLE TWO

                    GENERAL TERMS AND CONDITIONS ON THE NOTES

SECTION 2.1       DESIGNATION AND PRINCIPAL AMOUNT

         There is hereby authorized and established a series of Securities
designated the [ ]% Subordinated Debentures due [ ] (the "Subordinated
Debentures"), in an aggregate principal amount of $[ ]. The principal of the
Subordinated Debentures shall be due and payable at the Stated Maturity.

         The aggregate principal amount of the Subordinated Debentures shall be
limited to such specified amount (except for Securities of the kind contemplated
by Section 301(2) of the Indenture).

         The Subordinated Debentures shall be known and designated as the "[ ]%
Subordinated Debentures due [ ]" of the Company. Their Stated Maturity shall be
[ ] and they shall bear interest at the rate of [ ]% per annum, from [ ] or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, payable [insert period] quarterly in arrears
on [insert date(s)], commencing [ ], until the principal thereof is paid or made
available for payment, subject to deferral in Section 2.3. Notwithstanding the


                                      -6-
<PAGE>
foregoing, any Interest Payment Date that would otherwise be a day that is not a
Business Day shall instead be the next succeeding Business Day, unless such next
succeeding Business Day would fall in a different calendar year, in which case
such Interest Payment Date shall be the next preceding Business Day.

         Any Defaulted Interest shall also bear interest at the rate of [ ]% per
annum ("Other Interest"), from the day such Defaulted Interest becomes due and
payable to the day payment thereof is made or duly provided for and shall be
payable on demand, provided that Other Interest shall accrue and be payable only
to the extent that such accrual and payment are legally enforceable and are not
duplicative of other amounts and payment thereof shall be subject to deferral in
Section 2.3. Any Deferred Interest shall also bear interest at the rate of [ ]%
per annum ("Additional Interest"), from the Interest Payment Date on which such
Deferred Interest would otherwise first become due and payable but for the fact
that such date falls during an Extension Period to the day on which such period
ends (whether or not payment of such Deferred Interest is made or duly provided
for on such day), and shall be due and payable together with such Deferred
Interest on such day, as if such day were the scheduled Interest Payment Date
for such Deferred Interest (and the record date and payment provisions shall
apply thereto accordingly), provided that Additional Interest shall accrue and
be payable only to the extent that such accrual and payment are legally
enforceable and are not duplicative of other amounts and shall be subject to
deferral in Section 2.3. (No interest shall accrue or be payable on any interest
that has accrued in respect of the Subordinated Debentures, except for Other
Interest and Additional Interest, which shall accrue and be payable only on
Defaulted Interest and Deferred Interest, respectively (and not on Other
Interest, Additional Interest or any other amount) and only to the extent
provided in this Section and Section 2.3.)

         The Regular Record Date for the interest payable on any Interest
Payment Date is the close of business on the Business Day next preceding the
Interest Payment Date if the Subordinated Debentures are then represented by a
Global Security and is in all other cases the close of business (or 5:00 P.M.,
New York City time, if the Regular Record Date is not a Business Day) on [insert
dates], as the case may be, next preceding the relevant Interest Payment Date
(subject to Section 307 of the Indenture). Interest on the Subordinated
Debentures shall be computed on the basis of a 360-day year of twelve 30-day
months and the actual number of days elapsed in any partial month in a period.

         The Subordinated Debentures shall be subject to redemption as provided
in Section 2.14.

         The indebtedness evidenced by the Subordinated Debentures shall be, to
the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Debt. Solely with respect to
the subordination of the Subordinated Debentures, "Senior Debt" shall have the
meaning set forth in Section 1.2.

         The Subordinated Debentures shall be in substantially the form set
forth in Annex A hereto, with such appropriate insertions, notations, legends
and other variations as are required or permitted by the Indenture.

         The Subordinated Debentures and the rights and duties of the Company,
the Trustee, any Paying Agent, the Holders thereof (and of the Securities of any
other series), the holders of Senior Debt in respect of the Subordinated
Debentures and the Holders of Capital Securities shall be subject to and
governed by the Indenture (including as it has been amended and supplemented by
this Supplemental Indenture and as it may be hereinafter amended or supplemented
by any indenture supplemental thereto pursuant to the applicable provisions
thereof) insofar as the Indenture shall be applicable.


                                      -7-
<PAGE>
         The provisions for Defeasance and Covenant Defeasance in Article XIII
of the Indenture shall not apply to the Subordinated Debentures.

         Any payment of principal, premium or interest in respect of the
Subordinated Debentures that would otherwise be due on a day that is not a
Business Day may be made on the next succeeding Business Day, unless such next
succeeding Business Day would fall in a different calendar year, in which case
such payment may be made on the next preceding Business Day, in each case with
the same force and effect as if made on the original date (and with no interest
or penalty payable in respect of any such change in payment date).

SECTION 2.2       NOTICES TO TRUSTEE AND COMPANY BY CAPITAL SECURITIES HOLDERS

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders of Subordinated Debentures or other document provided or
permitted by the Indenture to be made upon, given or furnished to, or filed
with,

         (1) the Trustee by any Holder of Capital Securities shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, or

         (2) the Company by any Holder of Capital Securities shall be sufficient
for every purpose hereunder (unless otherwise expressly provided in the
Indenture) if in writing and mailed, first-class, postage prepaid, to the
Company addressed to it at the address of its principal office specified in the
first paragraph of the Indenture or at any other address previously furnished in
writing to the Trustee by the Company.

SECTION 2.3       DEFERRALS OF INTEREST PAYMENT DATES

         So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of the Subordinated
Debentures, and from time to time, to defer the payment of interest on the
Subordinated Debentures for a period of up to [ ] consecutive [ ] interest
periods (each, an "Extension Period") during which Extension Period the Company
shall have the right to make partial or no payments of interest on any Interest
Payment Date; provided, however, that no Extension Period shall extend beyond
the Maturity of the principal of the Subordinated Debentures and provided,
further, that during any such Extension Period, the Company shall comply with
Section 2.12 as applicable. No Extension Period shall end on a date other than
an Interest Payment Date. At the end of any such Extension Period the Company
shall pay all interest then accrued and unpaid on the Subordinated Debentures as
provided below. Prior to the termination of any such Extension Period, the
Company may further extend the interest payment period, provided that no
Extension Period shall extend beyond [ ] consecutive [ ] interest periods or
beyond the Maturity of the principal of the Subordinated Debentures. Upon
termination of any Extension Period and upon the payment of all accrued and
unpaid interest then due, the Company may elect to begin a new Extension Period,
subject to the above conditions.


                                      -8-
<PAGE>
         No interest shall be due and payable during an Extension Period, except
at the end thereof and non-payment of interest during an Extension Period shall
not result in any default under the Indenture (and any default in the payment of
interest that has occurred but has not become an Event of Default prior to such
Extension Period shall be deemed cured until such period ends). The preceding
sentence shall apply (i) to Deferred Interest and Additional Interest, and (ii)
to Defaulted Interest and Other Interest so that, upon commencement of such
Extension Period, all such interest described in clauses (i) and (ii) shall be
deferred and shall not become, or shall cease to be, as applicable, due and
payable until the end of such Extension Period for all purposes of the
Subordinated Debentures and the Indenture (including for purposes of determining
whether any default or Event of Default has occurred). During an Extension
Period, (a) Additional Interest shall accrue on Deferred Interest that would
otherwise have first become due and payable on an Interest Payment Date during
such period, from such Interest Payment Date to the day on which such period
ends, and shall become due and payable on such day to the Person to whom such
Deferred Interest is payable, and (b) Other Interest shall continue to accrue
on any Defaulted Interest that has not been paid or duly provided for, but shall
cease to be due and payable when the Extension Period begins and shall become
due and payable upon demand after such period ends (the corresponding Defaulted
Interest shall also cease to be due and payable when the Extension Period begins
until it ends), in each case (a) and (b), subject to any further deferral
pursuant to this Section and to Section 307 of the Indenture and only to the
extent that payment of such interest is legally enforceable and is not
duplicative.

         The Company shall give the Issuer Trustees notice of its election to
begin any such Extension Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on Subordinated Debentures
would be payable but for such deferral or, so long as the Subordinated
Debentures are held by the Issuer Trust, prior to the earlier of (i) the next
succeeding date on which Distributions on the Capital Securities would become
payable but for such deferral or (ii) the date the Property Trustee is required
to give notice to any securities exchange or other applicable self-regulatory
organization or to holders of the Capital Securities of the record date or
payment date for such Distributions, but in any event not less than one Business
Day prior to such record date.

         The Trustee, at the expense of the Company, shall promptly give notice
of the Company's election to begin any such Extension Period to the Holders of
the Subordinated Debentures.

SECTION 2.4       RIGHTS OF SET-OFF

         The Company shall have the right to set-off any payment it is otherwise
required to make hereunder in respect of any Subordinated Debenture to the
extent the Company has theretofore made, or is concurrently on the date of such
payment making, a payment


                                      -9-
<PAGE>
under the Goldman Sachs Guarantee relating to the Subordinated Debentures or
under Section 508 of the Indenture.

SECTION 2.5       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

         Notwithstanding Section 502 of the Indenture, if an Event of Default
with respect to the Subordinated Debentures (other than an Event of Default
specified in Section 501(5) or 501(6) of the Indenture) occurs and is
continuing, and if the Trustee and the Holders of not less than 25% in aggregate
principal amount of the Outstanding Subordinated Debentures fail to declare the
principal of all the Subordinated Debentures to be immediately due and payable,
the Holders of at least 25% in aggregate Liquidation Amount of the Capital
Securities then Outstanding shall have such right, which they may exercise by
giving a notice in writing to the Company and the Trustee; and upon any such
declaration the principal amount of and the accrued interest on all the
Subordinated Debentures shall become immediately due and payable. Payment of
principal and interest on such Securities shall remain subordinated to the
extent provided in Article XIV of the Indenture notwithstanding that such amount
shall become immediately due and payable as herein provided.

         At any time after such a declaration of acceleration with respect to
the Subordinated Debentures has been made by the Holders of Capital Securities
and before a judgment or decree for payment of the money due has been obtained
by the Trustee, the Holders of a majority in aggregate Liquidation Amount of the
Capital Securities then Outstanding shall have the right to, by written notice
to the Company and the Trustee, rescind and annul such declaration and its
consequences if:

         (1) The Company has paid or deposited with the Trustee a sum sufficient
to pay:

                  (A) all overdue interest on all Subordinated Debentures,

                  (B) the principal of (and premium, if any, on) any
         Subordinated Debentures which have become due otherwise than by such
         declaration of acceleration and any interest thereon at the rate borne
         by the Subordinated Debentures, and

                  (C) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel; and

         (2) all Events of Default with respect to Subordinated Debentures,
other than the non-payment of the principal of Subordinated Debentures which has
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 513 of the Indenture.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.


                                      -10-
<PAGE>
SECTION 2.6       DIRECT ACTION BY HOLDERS OF CAPITAL SECURITIES

         Any Holder of Capital Securities shall have the right, upon the
occurrence of an Event of Default with respect to the Subordinated Debentures
described in Section 501(1) or 501(2) of the Indenture, to institute a suit
directly against the Company for enforcement of payment to such Holder of
principal of (premium, if any) and (subject to Section 307 of the Indenture)
interest on the Outstanding Subordinated Debentures having a principal amount
equal to the aggregate Liquidation Amount of the Outstanding Capital Securities
held by such Holder, in each case in accordance with the Indenture and the
Subordinated Debentures.

SECTION 2.7       RESTORATION OF RIGHTS AND REMEDIES OF HOLDERS OF CAPITAL
                  SECURITIES

         If any Holder of Capital Securities has instituted any proceeding to
enforce any right or remedy under Section 2.6 and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
such Holder of Capital Securities, then and in every such case such Holder of
Capital Securities shall, subject to any determination in such proceeding, be
restored severally and respectively to its former positions hereunder, and
thereunder all rights and remedies of the Holders of Capital Securities shall
continue as though no such proceeding had been instituted.

SECTION 2.8       DELAY OR OMISSION BY HOLDERS OF CAPITAL SECURITIES NOT WAIVER

         No delay or omission of the Holder of any Capital Security to exercise
any right or remedy accruing upon any Event of Default pursuant to Section 2.5
or Section 2.6 shall impair any such right or remedy or constitute a waiver of
any such Event of Default or any acquiescence therein. Every right and remedy
given to the Holders of Capital Securities may be exercised from time to time,
and as often as may be deemed expedient, by the Holders of Capital Securities.

SECTION 2.9       WAIVER OF PAST DEFAULTS BY HOLDERS OF CAPITAL SECURITIES

         The holders of not less than a majority in Liquidation Amount of the
Outstanding Capital Securities may on behalf of the Holders of all Capital
Securities waive any past default under the Indenture with respect to the
Subordinated Debentures and its consequences except a default:

         (1) in the payment of the principal of (or premium, if any) or interest
on any Subordinated Debenture (unless a sum sufficient to pay all overdue
interest, premium (if any) and principal due in respect of such Subordinated
Debenture otherwise than by acceleration has been deposited with the Trustee),
or

         (2) in respect of a covenant or provision of the Indenture which under
Section 2.10 cannot be modified or amended without the consent of the Holder of
each Outstanding Capital Security.

         Any such waiver shall be deemed to be on behalf of the Holders of all
Capital Securities.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of the Indenture;


                                      -11-
<PAGE>
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

SECTION 2.10      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

         Notwithstanding Section 901(10) of the Indenture, so long as any
Capital Securities remain Outstanding, no amendment pursuant to Section 901(10)
of the Indenture shall be made that adversely affects the Holders of the Capital
Securities in any material respect.

         If action is to be taken that, pursuant to Section 902 of the
Indenture, would affect the Subordinated Debentures and would require the
consent of the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such action, considered together as one
class for this purpose, such action shall also require the consent of the
Holders of a majority in principal amount of the Outstanding Subordinated
Debentures, acting as a separate series.

         Notwithstanding Section 902 of the Indenture or the prior paragraph
above, so long as any Capital Securities remain Outstanding, (1) no amendment
pursuant to Section 902 of the Indenture shall be made that adversely affects
the Holders of the Capital Securities in any material respect (and no
termination of, and no waiver of any Event of Default or compliance with any
covenant under, the Indenture that adversely affects the Holders of the Capital
Securities in any material respect shall be effective) without the prior consent
of the Holders of at least a majority of the aggregate Liquidation Amount of the
Capital Securities then Outstanding, in each case unless and until the principal
(and premium, if any) of the Subordinated Debentures and all accrued and,
subject to Section 307 of the Indenture, unpaid interest thereon have been paid
or duly provided for in full and (2) no amendment pursuant to Section 902 of the
Indenture shall be made to Section 2.6 or this clause (2) of this Section 2.10
that would impair the rights of the Holders of Capital Securities provided in
Section 2.6 or this clause (2) without the prior consent of the Holder of each
Capital Security then Outstanding affected thereby unless and until the
principal (and premium, if any) of the Subordinated Debentures and all accrued
and (subject to Section 307 of the Indenture) unpaid interest thereon have been
paid or duly provided for in full.

SECTION 2.11      ADDITIONAL SUMS

         In the case of the Subordinated Debentures, so long as no Event of
Default has occurred and is continuing, in the event that (1) the Issuer Trust
is the Holder of all of the Subordinated Debentures and (2) a Tax Event shall
have occurred and be continuing, the Company shall pay to the Issuer Trust as
Holder of the Subordinated Debentures for so long as the Issuer Trust is the
registered Holder of any Subordinated Debentures, such additional sums as may be
necessary in order that the amount of Distributions (including any Other Amounts
and Additional Amounts) paid by the Issuer Trust on the Capital Securities and
Common Securities that at any time remain Outstanding in accordance with the
terms thereof shall not be reduced as a result of any Additional Taxes (the
"Additional Sums"). Whenever in the Indenture or Subordinated Debentures there
is a reference in any context to the payment of principal of or interest on the
Subordinated Debentures, such mention shall be deemed to include mention of the
payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or would be payable in respect
thereof pursuant to the provisions of this paragraph and express mention of the
payment of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however,


                                      -12-
<PAGE>
that the deferral of the payment of interest pursuant to Section 2.3 or the
Subordinated Debentures shall not defer the payment of any Additional Sums that
may be due and payable.

SECTION 2.12      ADDITIONAL COVENANTS

         The Company covenants and agrees with each Holder of Subordinated
Debentures that it shall not, and it shall not permit any Subsidiary of the
Company to, (1) declare or pay any dividends or other distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any
shares of the Company's capital stock, (2) make any payment of principal of or
interest or premium, if any, on, or repay, repurchase or redeem, any debt
securities of the Company that rank pari passu in all respects with or junior in
interest in all respects to the Subordinated Debentures or (3) make any
guarantee payments with respect to any guarantee by the Company of debt
securities of any Subsidiary of the Company if such guarantee ranks pari passu
in all respects with or junior in interest in all respects to the Subordinated
Debentures, in each case (1), (2) and (3) other than:

                  (A) repurchases, redemptions or other acquisitions of shares
         of capital stock of the Company in connection with any employment
         contract, benefit plan or other similar arrangement with or for the
         benefit of any one or more employees, officers, directors or
         consultants of the Company or any Subsidiary or Affiliate, in
         connection with a dividend reinvestment or shareholder stock purchase
         plan or in connection with the issuance of capital stock of the Company
         (or securities convertible into or representing a right to acquire such
         stock) as consideration in an acquisition transaction entered into
         prior to the Extension Period,

                  (B) as a result of an exchange or conversion of any class or
         series of the capital stock of the Company or any subsidiary of the
         Company or any other indebtedness for any class or series of the
         capital stock,

                  (C) the purchase or other acquisition of fractional interests
         in shares of the Company's capital stock pursuant to the conversion or
         exchange provisions of such capital stock or the security being
         converted or exchanged or resulting from a reclassification of the
         Company's capital stock,

                  (D) any declaration of a dividend in connection with the
         implementation or amendment of the Company shareholders' rights plan
         (or any successor thereto), or the issuance of rights, stock or other
         property under any such rights plan, or the redemption or repurchase of
         rights pursuant thereto,

                  (E) any dividend, liquidation payment or other distribution in
         the form of stock, warrants, options or other rights where the stock
         being distributed or issuable upon exercise of such warrants, options
         or other rights is the same stock as that on which the distribution is
         being made or ranks pari passu with or junior in interest to such
         stock, or


                                      -13-
<PAGE>
                  (F) payments under the Goldman Sachs Guarantee,

in each case (1), (2) and (3) if at such time the Company shall have given
notice of its election to begin an Extension Period with respect to the
Subordinated Debentures as provided herein and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be continuing.
For purposes hereof, the Company's Senior Debt shall not be deemed to be pari
passu with or junior in interest to the Subordinated Debentures.

         The Company also covenants with each Holder of Outstanding Capital
Securities (1) to maintain directly or indirectly 100% ownership of the Common
Securities of the Issuer Trust; provided, however, that any permitted successor
of the Company under the Indenture may succeed to the Company's ownership of
such Common Securities; (2) as holder of the Common Securities, not to
voluntarily terminate, wind-up or liquidate the Issuer Trust, except in
connection with a distribution of the Subordinated Debentures to the Holders of
Capital Securities in liquidation of the Issuer Trust or in connection with
certain mergers, consolidations or amalgamations permitted by the Trust
Agreement; and (3) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Issuer Trust to remain
classified as a grantor trust and not as an association taxable as a
corporation for United States Federal income tax purposes.

SECTION 2.13      ELECTION TO REDEEM; NOTICE TO TRUSTEE

         The election of the Company to redeem any Subordinated Debentures shall
be authorized by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of any of the Subordinated Debentures, the Company
shall, not less than 30 nor more than 60 days prior to the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee and the Property Trustee of such date and of the principal amount of
Subordinated Debentures to be redeemed and provide the additional information
required to be included in the notice or notices contemplated by Section 1104 of
the Indenture. In the case of any redemption of Subordinated Debentures prior to
the expiration of any restriction on such redemption provided in the terms of
such Subordinated Debentures, the Company shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction.

SECTION 2.14      RIGHT OF REDEMPTION

         [Modify a unit this Section as applicable: The Company, at its option,
may redeem the Subordinated Debentures (1) in whole at any time [if applicable,
insert: after [ ], (2) in part at any time and from time to time [if applicable,
insert: after [ ]], other than during an Extension Period (unless the redemption
would apply to all remaining Subordinated Debentures), or (3) in whole (but not
in part) at any time within 90 days following the occurrence of a Tax
Event[,][or] Investment Company Event [insert if applicable: or Capital
Treatment Event], in each case at a Redemption Price equal to [insert redemption
price(s) or formula


                                      -14-
<PAGE>
for calculating price(s)], plus in each case, accrued and unpaid interest on the
Subordinated Debentures to be redeemed to the Redemption Date.]

                                 ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

SECTION 3.1       SEPARABILITY OF INVALID PROVISIONS

         In case any one or more of the provisions of this Supplemental
Indenture should be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
contained in this Supplemental Indenture, and to the extent and only to the
extent that any such provision is invalid, illegal or unenforceable, this
Supplemental Indenture shall be construed as if such provision had never been
contained herein.

SECTION 3.2       EXECUTION IN COUNTERPARTS

         This Supplemental Indenture may be simultaneously executed and
delivered in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.

SECTION 3.3       BENEFITS OF INDENTURE FOR HOLDERS OF CAPITAL SECURITIES

         Notwithstanding Section 111 of the Indenture, the Holders of Capital
Securities shall have such rights and benefits, but only such rights and
benefits, under the Indenture and the Subordinated Debentures as are specified
in Sections 2.5, 2.6, 2.7, 2.8, 2.9 and 2.10. Such rights and benefits shall
terminate with respect to each Capital Security and Holder thereof when such
Capital Security is no longer Outstanding or when a Like Amount of Subordinated
Debentures have been exchanged (or duly made available for exchange) for such
Capital Security pursuant to the Trust Agreement. Without limiting the effect of
Section 6.1 of the Trust Agreement, nothing herein or in the Subordinated
Debentures shall impair the rights and benefits afforded to the Holders of the
Subordinated Debentures under the Indenture and such Securities, even if such
rights and benefits overlap, conflict with or otherwise differ from those
afforded to the Holders of Capital Securities hereunder. Subject to the
foregoing, Section 111 of the Indenture shall remain in full force and effect
with respect to the Subordinated Debentures and the Indenture as it applies to
the Subordinated Debentures.

SECTION 3.4       GOVERNING LAW

         This Supplemental Indenture shall be governed by and construed in
accordance with the law of the State of New York.


                                      -15-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                         THE GOLDMAN SACHS GROUP, INC.


                                         By    _________________________________
ATTEST:

                                         THE BANK OF NEW YORK, AS TRUSTEE


                                         By    _________________________________
ATTEST:


                                      -16-
<PAGE>
STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )


         On the _____ day of ____________, ____, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is _______________ of The Goldman Sachs Group, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.


                                               _________________________________





STATE OF NEW YORK   )
                    )  ss.:
COUNTY OF NEW YORK  )


         On the _____ day of ____________, ____, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is _______________ of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.


                                               _________________________________
<PAGE>
                                    EXHIBIT A

                         FORM OF SUBORDINATED DEBENTURE


Registered No. [  ]                                             CUSIP No. [    ]


                               (FACE OF SECURITY)


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

       [IF APPLICABLE, 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.]


                          THE GOLDMAN SACHS GROUP, INC.


                      % Junior Subordinated Debentures due


       The Goldman Sachs Group, Inc., a corporation duly organized and existing
     under the laws of the State of Delaware (herein called the "Company", which
     term includes any successor Person under the Indenture hereinafter referred
     to), for value received, hereby promises to pay to [   ], or registered
     assigns, the principal sum of [   ] Dollars on [   ], and to pay interest
     thereon from [   ] or from the most recent Interest Payment Date to which
     interest has been paid or duly provided for, semi-annually on [insert
     date(s)] in each year, commencing [  ],


                                       A-1
<PAGE>
     and at the Maturity thereof, at the rate of [   ]% per annum, until the
     principal hereof is paid or made available for payment, provided that any
     such regular installment of interest which is overdue shall bear interest
     at the rate of [   ]% per annum (to the extent that the payment of such
     interest shall be legally enforceable), from the dates such amounts are due
     until they are paid or made available for payment, and such interest shall
     be payable on demand, subject to the deferral and other provisions below
     and in the Indenture. The interest so payable, and punctually paid or duly
     provided for, on any Interest Payment Date will, as provided in such
     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 [insert date(s)]
     (whether or not a Business Day), as the case may be, next preceding such
     Interest Payment Date. Any such interest so payable, but not punctually
     paid or duly provided for, on any Interest Payment Date will forthwith
     cease to be payable to the Holder on such Regular Record Date and may
     either be paid to the Person in whose name this Security (or one or more
     Predecessor Securities) is registered at the close of business on a Special
     Record Date for the payment of such Defaulted Interest to be fixed by the
     Trustee, notice whereof shall be given to Holders of Securities of this
     series 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
     said Indenture.

       So long as no Event of Default has occurred and is continuing, the
     Company shall have the right, at any time during the term of this Security,
     and from time to time, to defer the payment of interest on this Security
     (including any interest on overdue installments of interest) for a period
     of up to [ ] consecutive [ ] interest periods (each, an "Extension Period")
     during which Extension Period the Company shall have the right to make no
     or partial payments of interest on any Interest Payment Date. No Extension
     Period shall end on a date other than an Interest Payment Date. At the end
     of any such Extension Period the Company shall pay all interest then
     accrued and unpaid on this Security; provided, however, that no Extension
     Period shall extend beyond the Stated Maturity of the principal of this
     Security; provided, further, that during any such Extension Period, the
     Company shall comply with certain covenants contained in the Indenture, as
     applicable. Prior to the termination of any such Extension Period, the
     Company may further extend the interest payment period, provided that no
     Extension Period shall extend beyond [ ] consecutive [ ] interest periods
     or beyond the Stated Maturity of the principal of this Security. Upon
     termination of any Extension Period and upon the payment of all accrued and
     unpaid interest then due, the Company may elect to begin a new Extension
     Period, subject to the above conditions.

       No interest shall be due and payable during an Extension Period, except
     at the end thereof, and non-payment of interest during an Extension Period
     shall not result in any default under the Indenture (and any default in the
     payment of interest that has accrued but has not become an Event of Default
     prior to such Extension Period shall be deemed cured until such period
     ends). Upon commencement of such Extension


                                       A-2
<PAGE>
     Period, all interest (including any interest that becomes due and payable
     prior to the period or would otherwise become due and payable during the
     period) shall be deferred and shall not become, or shall cease to be, as
     applicable, due and payable until the end of such Extension Period for all
     purposes of the Indenture, as more fully provided in the Indenture. During
     an Extension Period, (1) Additional Interest shall accrue at the rate per
     annum described above on regular installments of interest that would
     otherwise first become due and payable on an Interest Payment Date during
     such period (but shall not accrue on any other amount, including Additional
     Interest or Other Interest), from such Interest Payment Date to the day on
     which such period ends, and (2) Other Interest shall continue to accrue at
     the rate per annum described above on any regular installment of interest
     that has first become due and payable on an Interest Payment Date prior to
     such period (or when a prior Extension Period ends) but has not been duly
     paid or provided for (but shall not accrue on any other amount, including
     any Additional Interest or Other Interest), and shall become due and
     payable on demand at any time after such period ends, in each case (1) and
     (2), subject to any further deferral and as more fully described in the
     Indenture and only to the extent that payment of such interest is legally
     enforceable and is not duplicative.

       Payment of the principal of (and premium, if any) and any such interest
     on this Security will be made at the office or agency of the Company
     maintained for that purpose in New York, New York, in such coin or currency
     of the United States of America as at the time of payment is legal tender
     for payment of public and private debts, against surrender of this Security
     in the case of any payment due at the Maturity of the principal thereof
     (other than any payment of interest that first becomes payable on a day
     other than an Interest Payment Date); provided, however, that at the option
     of the Company, 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; and provided, further, that if this Security is a Global
     Security, payment may be made pursuant to the Applicable Procedures of the
     Depositary as permitted in said Indenture.

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

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


                                       A-3
<PAGE>
       IN WITNESS WHEREOF, the Company has caused this instrument to be duly
     executed under its corporate seal.

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 within-mentioned Indenture.

Dated:

The Bank of New York, As Trustee

By:   _______________________
      Authorized Signatory


                                       A-4
<PAGE>
                              (REVERSE OF SECURITY)


       This Security is one of a duly authorized issue of securities of the
     Company (herein called the "Securities"), issued and to be issued in one or
     more series under a Subordinated Debt Indenture, dated as of [      ],
     2004, as amended and supplemented by a Supplemental Indenture, dated as of
     [      ], 2004 (herein called the "Indenture", which term shall have the
     meaning assigned to it in such first-specified instrument and shall include
     each supplemental indenture), between the Company and The Bank of New York,
     as Trustee (herein called the "Trustee", which term includes any successor
     trustee under the Indenture), and reference is hereby made to the Indenture
     for a statement of the respective rights, limitations of rights, duties and
     immunities thereunder of the Company, the Trustee, the holders of Senior
     Debt, the Holders of the Securities and the holders of Capital Securities
     and of the terms upon which the Securities are, and are to be,
     authenticated and delivered. This Security is one of the series designated
     on the face hereof, limited in aggregate principal amount to $[   ].

       [modify or omit this paragraph as applicable: The Company, at its option,
     may redeem this Security (1) in whole at any time [if applicable, insert:
     after [  ], (2) in part at any time and from time to time[if applicable,
     insert: after [  ]], other than during an Extension Period (unless the
     redemption would apply to all remaining Securities of this series), or (3)
     in whole (but not in part) at any time within 90 days following the
     occurrence of a Tax Event [,][or] Investment Company Event [insert, if
     applicable: or a Capital Treatment Event], in each case at a Redemption
     Price equal to [insert Redemption Price(s) or formula for calculating
     price(s)].

       In the event of redemption of this Security in part only, a new Security
     or Securities of this series and of like tenor for the unredeemed portion
     hereof will be issued in the name of the Holder hereof upon the
     cancellation hereof.

       The indebtedness evidenced by this Security is, to the extent provided in
     the Indenture, subordinate and subject in right of payment to the prior
     payment in full of all Senior Debt, and this Security is issued subject to
     the provisions of the Indenture with respect thereto. Each Holder of this
     Security, by accepting the same, (i) agrees to and shall be bound by such
     provisions, (ii) authorizes and directs the Trustee on his or her behalf to
     take such actions as may be necessary or appropriate to effectuate the
     subordination so provided and (iii) appoints the Trustee his or her
     attorney-in-fact for any and all such purposes. Each Holder hereof, by his
     or her acceptance hereof, waives all notice of the acceptance of the
     subordination provisions contained herein and in the Indenture by each
     holder of Senior Debt, whether now outstanding or hereafter created,
     incurred, assumed or guaranteed, and waives reliance by each such holder
     upon said provisions.



                                       A-5
<PAGE>
       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 Indenture.

       The Indenture permits, with certain exceptions as therein provided and
     subject to the rights of the holders of Capital Securities referenced
     below, the amendment thereof, and the modification of the rights and
     obligations of the Company and the rights of the Holders of the Securities
     of each series to be affected under the Indenture, at any time by the
     Company and the Trustee with the consent of the Holders of a majority in
     principal amount of the Securities at the time Outstanding of all series to
     be affected (considered together as one class for this purpose). Subject to
     such rights of the holders of Capital Securities, the Indenture also
     contains provisions (i) permitting the Holders of a majority in principal
     amount of the Securities at the time Outstanding of all series to be
     affected under the Indenture (considered together as one class for this
     purpose), on behalf of the Holders of all Securities of such series, to
     waive compliance by the Company with certain provisions of the Indenture
     and (ii) permitting the Holders of a majority in principal amount of the
     Securities at the time Outstanding of any series to be affected under the
     Indenture (with each such series considered separately for this purpose),
     on behalf of the Holders of all Securities of such series, to waive certain
     past defaults under the 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.

       The Indenture provides that the holders of the [ ]% trust preferred
     securities issued by [ ], a Delaware statutory business trust, and
     guaranteed to the extent provided therein by the Company (the "Capital
     Securities") have certain rights under the Indenture and the Securities of
     this series. Among other things, the holders of the Capital Securities
     shall have the right (1) upon an Event of Default in the payment of
     principal or interest in respect of the Securities of this series, to
     institute suit directly against the Company for enforcement of such payment
     to such holders of Capital Securities, (2) upon an Event of Default with
     respect to the Securities of this series, to declare the principal of the
     Securities of this series due and payable if the Trustee and the Holders of
     the Securities of this series do not do so and (3) to waive certain past
     defaults with respect to the Securities of this series, and no modification
     of the Indenture that would adversely affect the interests of the holders
     of the Capital Securities in any material respect may be approved by the
     Holders of the Securities of this or any other series without the consent
     of the holders of at least a majority in liquidation amount of the
     outstanding Capital Securities, all as more fully provided in the
     Indenture.

       As provided in and subject to the provisions of the Indenture, the Holder
     of this Security shall not have the right to institute any proceeding with
     respect to the 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


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<PAGE>
     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.

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

       As provided in the Indenture and subject to certain limitations therein
     set forth, the transfer of this Security is registrable in the Security
     Register, upon surrender of this Security for registration of transfer at
     the office or agency of the Company in any place where the principal of and
     any premium and interest on this Security are payable, duly endorsed by, or
     accompanied by a written instrument of transfer in form satisfactory to the
     Company and the Security Registrar duly executed by, the Holder hereof or
     his 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.

       The Securities of this series are issuable only in registered form
     without coupons in denominations of $[ ] and any multiple thereof. As
     provided in the Indenture and subject to certain limitations therein set
     forth, Securities of this series are exchangeable for a like aggregate
     principal amount of Securities of this series and of like tenor of a
     different authorized denomination, as requested by the Holder surrendering
     the same.

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

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

       [If applicable, insert: This Security is a Global Security and is subject
     to the provisions of the Indenture relating to Global Securities, including
     the limitations in Section 305 thereof on transfers and exchanges of Global
     Securities.]

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


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


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