Form of Fixed Rate Medium-Term Note, Series D



 Exhibit 4.47 

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

(Face of Security) 

[IF A GLOBAL SECURITY, INSERT — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 2008 INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE 2008 INDENTURE.] 
 [IF DTC IS
THE DEPOSITARY, INSERT — UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE GOLDMAN SACHS GROUP, INC., OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

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

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

THIS SECURITY IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR
IS IT AN OBLIGATION OF, OR GUARANTEED BY, A BANK. 

  
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 CUSIP No.              

THE GOLDMAN SACHS GROUP, INC. 

MEDIUM-TERM NOTES, SERIES D 

(Fixed Rate) 
 The
following terms apply to this Security, as and to the extent shown below: 

 


 PRINCIPAL AMOUNT: 

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

	 	•	 	payments of principal and any premium: 

  

	 	•	 	payments of interest: 

  

	 	•	 	Exchange Rate Agent: 

 INTEREST RATE:     % per annum 

INTEREST PAYMENT DATE(S):             , subject to the provisions under “Payments Due
on a Business Day” below 
 ORIGINAL ISSUE DATE*: 

DAY COUNT CONVENTION:



 ORIGINAL ISSUE DISCOUNT SECURITY: 

 

	 	•	 	Total Amount of OID: 

  

	 	•	 	Yield to Maturity: 

  

	 	•	 	Initial Accrual Period OID: 

 REDEMPTION COMMENCEMENT DATE: 

REPAYMENT DATE(S): 
 REDEMPTION OR REPAYMENT PRICE(S):

 DEFEASANCE: 
  

	 	•	 	Full Defeasance: 

  

	 	•	 	Covenant Defeasance: 

 BUSINESS DAY CONVENTION:


 

  
 OTHER TERMS: 

[* This date shall be the issue date of this Security, unless there is a Predecessor Security, in which case this date shall be the issue date of the first
Predecessor Security.] 
 Terms left blank or marked “N/A”, “No”, “None” or in a similar manner do not apply
to this Security except as otherwise may be specified. 
 Whenever used in this Security, the terms specified above that apply to this
Security have the meanings specified above, unless the context requires otherwise. Other terms used in this Security that are not defined herein but that are defined in the 2008 Indenture referred to in Section 1 on the reverse of this Security
are used herein as defined therein. 

  
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 The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the “Company”, which term includes any successor Person under the 2008 Indenture), for value received, hereby promises to pay to
            , or registered assigns, as principal the Principal Amount on the Stated Maturity Date and to pay interest thereon, from the Original Issue Date or from the most recent Interest
Payment Date to which interest has been paid or made available for payment, on the Interest Payment Date(s) in each year, commencing on the first such date specified on the face of this Security, and at the Maturity of the principal hereof, at the
rate per annum equal to the Interest Rate specified on the face hereof, until the principal hereof is paid or made available for payment. Any premium and any such installment of interest that is overdue at any time shall also bear interest (to the
extent that the payment of such interest shall be legally enforceable) at the rate per annum at which the principal then bears interest, from the date any such overdue amount first becomes due until it is paid or made available for payment.
Notwithstanding the foregoing, interest on any principal, premium or installment of interest that is overdue shall be payable on demand. 

On each Interest Payment Date, the amount of interest payable will equal the Principal Amount hereof multiplied by an accrued
interest factor for the Interest Period. The Interest Period will be the period from and including the Original Issue Date, or the last date to which interest has been paid (which may be an Interest Payment Date, depending on the Business Day
Convention specified on the face hereof), to but excluding the next date to which interest will be paid (which may be an Interest Payment Date, depending on the Business Day Convention specified on the face hereof). The accrued interest factor will
equal the Interest Rate specified on the face hereof multiplied by the Day Count Convention specified on the face hereof for the applicable Interest Period. 

The applicable Day Count Convention is specified on the face hereof and means: 

(i) if “1/1 (ISDA)” is specified, 1; 

(ii) if “Actual/Actual (ISDA)” or “Act/Act (ISDA)” is specified, the actual number of days in the Interest
Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (1) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (2) the
number of days in that portion of the Interest Period falling in a non-leap year divided by 365); 
 (iii) if
“Actual/Actual (ICMA)” is specified, the number of days in the Interest Period, including February 29 in a leap year, divided by the product of (1) the actual number of days in such Interest Period and (2) the number
of Interest Periods in the calendar year; 

  
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 (iv) if “Actual/Actual (Bond)” is specified, the number of calendar
days in the Interest Period, divided by the number of calendar days in the Interest Period multiplied by the number of Interest Periods in the calendar year; 

(v) if “Actual/Actual (Euro)” is specified, the number of calendar days in the Interest Period divided by 365
or, if the Interest Period includes February 29, 366; 
 (vi) if “Actual/365 (Fixed)”, “Act/365
(Fixed)”, “A/365 (Fixed)” or “A365F” is specified, the actual number of days in the Interest Period divided by 365; 

(vii) if “Actual/360 (ISDA)”, “Act/360 (ISDA)” or “A/360 (ISDA)” is specified, the actual number
of days in the Interest Period divided by 360; 
 (viii) if “Actual/360 (ICMA)” is specified, the number of
calendar days in the period, including February 29 in a leap year, divided by 360 days; 
 (ix) if
“30/360” is specified, the calculation shall be made assuming a 360-day year of 12 30-day months; 
 (x) if
“30/360 (ISDA)”, “360/360 (ISDA)” or “Bond Basis (ISDA)” is specified, the number of days in the Interest Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

  

					
	 Day Count Fraction
	 	 =
	 	
[360 × (Y2 – Y1)] + [30 × (M2 – M1)] + (D2 – D1)

	 	 	360

 where 
  

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


 

	 	•	 	“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls; 


 

	 	•	 	“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls; 


 

	 	•	 	“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;


  

	 	•	 	“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and 

  

	 	•	 	“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; and 


  
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 (xi) if “30E/360”, “30E/360 (ISDA)” or “Eurobond
Basis” is specified, the number of days in the Interest Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows: 
  


					
	 Day Count Fraction
	 	 =
	 	
[360 × (Y2 – Y1)] + [30 × (M2 – M1)] + (D2 – D1)

	 	 	360

 where 
  

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


 

	 	•	 	“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls; 


 

	 	•	 	“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls; 


 

	 	•	 	“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;


  

	 	•	 	“D1” is the first calendar day, expressed as a number, of the Interest Period, unless (1) such number would be 31, or (2), if “30E/360
(ISDA)” is specified, that day is the last day of February, in which cases D1 will be 30; and 

  

	 	•	 	“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (1) such number would be
31, or (2), if “30E/360 (ISDA)” is specified, that day is also the last day of February and not the maturity date, in which cases D2 will be 30. 


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 [if Global Security, insert — calendar day (whether or not a Business Day (as defined in
Section 3 on the reverse hereof))] [if not a Global Security, insert alternative provision acceptable to Trustee and Registar] immediately preceding the day on which payment is to be made (as such payment date may be adjusted in
accordance with the Business Day Convention specified on the face hereof and the second paragraph under “Payments Due on a Business Day” below) (a “Regular Record 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 

  
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the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the 2008 Indenture. For
the purpose of determining the Holder at the close of business on any relevant record date when business is not being conducted, the close of business will mean 5:00 P.M., New York City time, on that day. 

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

 Payment of principal of (and premium, if any) and interest on this Security will be made in the Specified Currency for such
payment, except as provided in this and the next three paragraphs. The Specified Currency for any payment shall be the currency specified as such on the face of this Security unless, at the time of such payment, such currency is not legal tender for
the payment of public and private debts in the country issuing such currency on the Original Issue Date, in which case the Specified Currency for such payment shall be such coin or currency as at the time of such payment is legal tender for the
payment of public and private debts in such country, except as provided in the next sentence. If the euro is specified on the face of this Security as the Specified Currency for any payment, the Specified Currency for such payment shall be such coin
or currency as at the time of payment is legal tender for the payment of public and private debts in all EMU Countries (as defined in Section 3 on the reverse hereof), provided that, if on any day there are not at least two EMU
Countries, or if on any day there are at least two EMU Countries but no coin or currency is legal tender for the payment of public and private debts in all EMU Countries, then the Specified Currency for such payment shall be deemed not to be
available to the Company on such day. 
 Except as provided in the next paragraph, any payment to be made on this Security in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the Person entitled to receive such payment transmits a written request for such payment to be made in U.S. dollars to the Trustee at its Corporate Trust Office, Attention:
Global Corporate Trust, on or before the fifth Business Day before the payment is to be made. Such written request may be mailed, hand delivered, telecopied or delivered in any other manner approved by the Trustee. Any such request made with respect
to any payment on this Security payable to a particular Holder will remain in effect for all later payments on this Security payable to such Holder, unless such request is revoked on or before the fifth Business Day before a payment is to be made,
in which case such revocation shall be effective for such and all later payments. In the case of any payment of interest payable on an Interest Payment Date, such written request must be made by the Person who is the registered Holder of this
Security on the relevant Regular Record Date. 

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

Notwithstanding the foregoing, if any amount payable on this Security is payable on any day (including at Maturity) in a Specified Currency
other than U.S. dollars, and if such Specified Currency is not available to the Company on the two Business Days before such day, due to the imposition of exchange controls, disruption in a currency market or any other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligation to pay such amount in such Specified Currency by making such payment in U.S. dollars. The amount of such payment in U.S. dollars shall be determined by the Exchange Rate
Agent on the basis of an exchange rate for such Specified Currency published at approximately 12:00 noon, New York City time, by a generally recognized and publicly available source, to be determined in the sole discretion of the Exchange Rate
Agent, on the latest day before the day on which such payment is to be made (the “Exchange Rate”). Any payment made under such circumstances in U.S. dollars where the required payment is in other than U.S. dollars will not
constitute an Event of Default under the 2008 Indenture or this Security. 
 Manner of Payment — U.S. Dollars 

Except as provided in the next paragraph, payment of any amount payable on this Security in U.S. dollars will be made at the office or
agency of the Company maintained for that purpose in The City of New York (or at any other office or agency maintained by the Company for that purpose), 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 (in the manner provided below) 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. 

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

Payment of any amount payable on this Security in a Specified Currency other than U.S. dollars will be made by wire transfer of
immediately available funds to such account as is maintained in such Specified Currency at a bank or other financial institution acceptable to the Company and the Trustee and as shall have been designated at least five Business Days prior to the
applicable payment date by the Person entitled to receive such payment; provided that, in the case of any such payment due at the Maturity of the principal hereof (other than any payment of interest that first becomes due on an Interest
Payment Date), this Security must be surrendered (in the manner provided below) at the office or agency of the Company maintained for that purpose in The City of New York (or at any other office or agency maintained by the Company for that purpose)
in time for the Paying Agent to make such payment in such funds in accordance with its normal procedures. Such account designation shall be made by transmitting the appropriate information to the Trustee at its Corporate Trust Office in the Borough
of Manhattan, The City of New York, by mail, hand delivery, telecopier or in any other manner approved by the Trustee. Unless revoked, any such account designation made with respect to this Security by the Holder hereof will remain in effect with
respect to any further payments with respect to this Security payable to such Holder. If a payment in a Specified Currency other than U.S. dollars with respect to this Security cannot be made by wire transfer because the required account designation
has not been received by the Trustee on or before the requisite date or for any other reason, the Company will cause a notice to be given to the Holder of this Security at its  

  
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registered address requesting an account designation pursuant to which such wire transfer can be made and such payment will be made within five Business Days after the Trustee’s receipt of
such a designation meeting the requirements specified above, with the same force and effect as if made on the due date. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect
to this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from the payment by the Company or the Paying Agent. 

Manner of Payment — Global Securities 

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

Payments Due on a Business Day 

Notwithstanding any provision of this Security or the 2008 Indenture, if any amount of principal, premium or interest due at the Maturity
hereof would otherwise be due on this Security on a day (the “Specified Day”) that is not a Business Day, such amount may be paid or made available for payment on the Business Day that is next succeeding the Specified Day with the
same force and effect as if such amount were paid on the Specified Day, and no interest will accrue on the amount so payable for the period from the Specified Day to such next succeeding Business Day. 

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

(i) if the Business Day Convention specified on the face hereof is “Following”, then such date shall be
postponed to the next day that is a Business Day; 
 (ii) if the Business Day Convention specified on the face hereof is
“Modified Following”, then such date shall be postponed to the next day that is a Business Day; provided that if such next succeeding Business Day falls in the next calendar month, then such date shall be advanced to the
immediately preceding Business Day; 
 (iii) if the Business Day Convention specified on the face hereof is
“Following Unadjusted”, any payment due on such date shall be postponed to the next day that is a Business Day; provided that interest due with respect to such Interest Payment Date shall not accrue from and including such
Interest Payment Date to and including the date of payment of such interest as so postponed; provided further that the Interest Periods shall not be adjusted for non-Business Days; and 

  
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 (iv) if the Business Day Convention specified on the face hereof is
“Modified Following Unadjusted”, any payment due on such date shall be postponed to the next day that is a Business Day; provided that interest due with respect to such Interest Payment Date shall not accrue from and
including such Interest Payment Date to and including the date of payment of such interest as so postponed; and provided further that, if such day would fall in the next succeeding calendar month, the date of payment with respect to such
Interest Payment Date shall be advanced to the Business Day immediately preceding such Interest Payment Date; and provided further that the Interest Periods shall not be adjusted for non-Business Days. 

The provisions of the two immediately preceding paragraphs shall apply to this Security in lieu of the provisions of Section 1.13 of the
2008 Indenture. 
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the 2008 Indenture or be valid or obligatory for any purpose. 

  
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 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



  
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 (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 of
Securities designated on the face hereof, limited to an aggregate principal amount (or the equivalent thereof in any other currency or currencies or currency units) as shall be determined and may be increased from time to time by the Company.
References herein to “this series” mean the series of Securities designated as Medium-Term Notes, Series D. 
 The Securities of
this series are issuable only in registered form without coupons in “Authorized Denominations”, which term shall have the following meaning. For each Security of this series having a principal amount payable in U.S. dollars, the
Authorized Denominations shall be $1,000 and integral multiples of $1,000 in excess thereof and for each Security of this series having a principal amount payable in a Specified Currency other than U.S. dollars, the Authorized Denominations shall be
the amount of such Specified Currency equivalent, at the Exchange Rate on the first Business Day preceding the date on which the Company accepts the offer to purchase such Security, to $1,000 or any integral multiples of $1,000 in excess thereof.

  

	 	3.	Exchange Rate Agent and Related Terms 

 If the principal of or
interest on this Security is payable in a Specified Currency other than U.S. dollars, the Company has initially appointed the institution named on the face of this Security as Exchange Rate Agent to act as such agent with respect to this Security,
but the Company may, in its sole discretion, appoint any other institution (including any Affiliate of the Company) to serve as any such agent from time to time. The Company will give the Trustee prompt written notice of any change in any such
appointment. Insofar as this Security provides for any such agent to obtain rates, quotes or other data from a bank, dealer or other institution for use in making any determination hereunder, such agent may do so from any institution or institutions
of the kind contemplated hereby notwithstanding that any one or more of such institutions are such agent, Affiliates of such agent or Affiliates of the Company. 

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

Unless otherwise specified on the face hereof, for all purposes of this Security, the term “Business Day” means each Monday,
Tuesday, Wednesday, Thursday or Friday that (i) is not a day on which banking institutions in The City of New York generally are authorized or obligated by law, regulation or executive order to close, (ii) if the Specified Currency for any
payment on this Security is other than U.S. dollars or euros, is not a day on which banking institutions in the principal financial center of the country issuing such Specified Currency generally are authorized or obligated by law, regulation or
executive order to close, (iii) if the Specified Currency for any payment on this Security is euros, is not a Euro Business Day and (iv) solely with respect to any payment or other action to be made or taken at any Place of Payment outside
The City of New York, is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in such Place of Payment generally are authorized or obligated by law, regulation or executive order to close. “Euro
Business Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express (TARGET) System, or any successor system, is open for business. With respect to any particular location, the close of business on any day
on which business is not being conducted shall be deemed to mean 5:00 P.M., New York City time, on that day. 
 References in this
Security to U.S. dollars shall mean, as of any time, the coin or currency that is then legal tender for the payment of public and private debts in the United States of America. 

References in this Security to the euro shall mean, as of any time, the coin or currency (if any) that is then legal tender for the payment of
public and private debts in all EMU Countries. “EMU Countries” means, at any time, the countries (if any) then participating in the European Economic and Monetary Union (or any successor union) pursuant to the Treaty on European
Union of February 1992 (or any successor treaty), as it may be amended from time to time. 
 References in this Security to a particular
currency other than U.S. dollars and euros shall mean, as of any time, the coin or currency that is then legal tender for the payment of public and private debts in the country issuing such currency on the Original Issue Date. 

 

	 	4.	Redemption at the Company’s Option 

 If a Redemption
Commencement Date or the occurrence of a specified event giving rise to redemption is specified on the face hereof, this Security shall be redeemable at the option of the Company before the Maturity of the principal thereof. If a Redemption
Commencement Date or a redemption event is so specified, and unless otherwise specified on the face hereof, this Security is subject to redemption upon the notice specified on the face hereof, or if no notice period is specified, upon not less than
30 days’ nor more than 60 days’ notice, at any time and from time to time on or after the Redemption Commencement Date, in each case as a whole or in 

  
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part, at the election of the Company and at the applicable Redemption Price specified on the face hereof (expressed as a percentage of the principal amount of this Security to be redeemed),
together with accrued interest to the redemption date, but interest installments due on or prior to such redemption date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record on the relevant record dates
referred to on the face hereof, all as provided in the 2008 Indenture. 
  

	 	5.	Repayment at the Holder’s Option 

 Except as otherwise
may be provided on the face hereof, if one or more Repayment Dates are specified on the face hereof, this Security will be repayable in whole or in part in an amount equal to any Authorized Denomination (provided that the remaining principal
amount of any Security surrendered for partial repayment shall at least equal an Authorized Denomination), on any such Repayment Date, in each case at the option of the Holder and at the applicable Repayment Price specified on the face hereof
(expressed as a percentage of the principal amount to be repaid), together with accrued interest to the applicable Repayment Date (but interest installments due on or prior to such Repayment Date will be payable to the Holder of this Security, or
one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Date as provided in the 2008 Indenture). If this Security provides for more than one Repayment Date and the Holder exercises its option to elect
repayment, the Holder shall be deemed to have elected repayment on the earliest Repayment Date after all conditions to such exercise have been satisfied, and references herein to the “applicable Repayment Date” shall mean such earliest
Repayment Date. 
 In order for the exercise of such option to be effective and this Security to be repaid, the Company must
receive at the applicable address of the Trustee set forth below (or at such other place or places of which the Company shall from time to time notify the Holder of this Security), on any Business Day not later than the 15th, and not earlier than
the 25th, calendar day prior to the applicable Repayment Date (or, if either such calendar day is not a Business Day, the next succeeding Business Day), either (i) this Security, with the form below entitled “Option to Elect
Repayment” duly completed and signed, or (ii) a facsimile transmission or letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc., a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of the Holder of this Security, (b) the principal amount of this Security and the amount of this Security to be repaid, (c) a statement that the option to
elect repayment is being exercised thereby and (d) a guarantee stating that the Company will receive this Security, with the form below entitled “Option to Elect Repayment” duly completed and signed, not later than five Business Days
after the date of such facsimile transmission or letter (provided that this Security and form duly completed and signed are received by the Company by such fifth Business Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is The Bank of New York Mellon, Attention: Global Corporate Trust, 101 Barclay Street, 7E, New York, New York 10286 (or at such other places as the Company or the Trustee shall notify the Holder of this Security). All
questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repayment will be determined by the Company, whose determination will be final and binding. Notwithstanding the foregoing, 


  
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(x) if this Security is a Global Security, the option of the Holder to elect repayment may be exercised in accordance with the Applicable Procedures of the Depositary for this Security at
least 15 calendar days prior to the applicable Repayment Date and (y) whether or not this Security is a Global Security, the option of the Holder to elect repayment may be exercised in any such manner as the Company may approve. 

 

	 	6.	Transfer and Exchange 

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

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

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. 
 If this Security is a Global Security, this Security shall be
subject to the provisions of the 2008 Indenture relating to Global Securities, including the limitations in Section 3.05 thereof on transfers and exchanges of Global Securities. 

 

	 	7.	Defeasance 

 The 2008 Indenture contains provisions for Defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the 2008 Indenture. Unless otherwise
specified on the face hereof, both of such provisions are applicable to this Security. 

  
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	 	8.	Remedies 

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

  
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	 	9.	Modification and Waiver 

 The 2008 Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities to be affected under the 2008 Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of all Securities at the time Outstanding to be affected, considered together as one class for this purpose (such Securities to be affected may be Securities of the same or
different series and, with respect to any series, may comprise fewer than all the Securities of such series). The 2008 Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time
Outstanding to be affected under the 2008 Indenture, considered together as one class for this purpose (such affected Securities may be Securities of the same or different series and, with respect to any particular series, may comprise fewer than
all the Securities of such series), on behalf of the Holders of all Securities so affected, to waive compliance by the Company with certain provisions of the 2008 Indenture and (ii) permitting the Holders of a majority in principal amount of
the Securities at the time Outstanding of any series to be affected under the 2008 Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults
under the 2008 Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  

	 	10.	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. 

  
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 CUSIP NO.             

ORIGINAL ISSUE DATE:             

THE GOLDMAN SACHS GROUP, INC. 

MEDIUM-TERM NOTE, SERIES D 

OPTION TO ELECT REPAYMENT 

TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE 

AT THE OPTION OF THE HOLDER AND THE HOLDER 

ELECTS TO EXERCISE SUCH RIGHT 

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

(please print name of the undersigned) 
 (please print address of
the undersigned) 
 (please print telephone number of the undersigned) 

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

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

  
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 The Bank of New York Mellon 

Attention: Global Corporate Trust 
 101 Barclay Street, 7E 

New York, New York 10286 
 or at such other place as the Company
or the Trustee shall notify the Holder of such Security. 
 If less than the entire principal amount of such Security is to be repaid,
specify the portion thereof (which shall equal any Authorized Denomination) that the Holder elects to have repaid: 
  

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

 

			
	
Date:                     
	  	  

Notice: The signature to this Option to Elect Repayment must correspond with the name of the Holder as written on the face of such Security in
every particular without alteration or enlargement or any other change whatsoever.



  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this Security, shall be construed as though they were written out in
full according to applicable laws or regulations. 
 TEN COM — as tenants in common 

TEN ENT — as tenants by the entireties 
 JT TEN — as
joint tenants with the right of survivorship and not as tenants in common 
  

							
	 UNIF GIFT MIN
	 	Custodian	  	
				
	 ACT –
	 	  
 (Cust)
	 	  
 (Minor)
	  	

  

							
		 	under Uniform Gifts to Minors Act	  	

  
  

							
		 	(State)                        	  	
			
		 	Additional abbreviations may also be used though not in the above list.	  	

  
  

  
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 ASSIGNMENT 

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

 
  

 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE 
  

					
	 	  		  	

  
  

 
  

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

 
  

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

 
  

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

			
	 Date:                     

 
 Signature Guaranteed

 
  

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



  
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