Form of Fixed Rate Medium-Term Note, Series E



 Exhibit 4.72 

[Form of Fixed Rate Medium-Term Note, Series E of GS Finance Corp.] 

(Face of Security) 

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

[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 GS FINANCE CORP., OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 
 [INSERT
ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] 
 [INSERT ANY LEGEND
REQUIRED BY THE 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. 







 CUSIP No.              

GS FINANCE CORP. 
 MEDIUM-TERM
NOTES, SERIES E 
 FULLY AND UNCONDITIONALLY GUARANTEED BY 

THE GOLDMAN SACHS GROUP, INC. 

(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:
  

Goldman, Sachs & Co.

	
	INTEREST RATE:     % per annum
	
	 INTEREST PAYMENT DATE(S):
  

                    , subject to the provisions under
“Payments Due on a Business Day” below

	
	ORIGINAL ISSUE DATE1:
	
	 BUSINESS DAY CONVENTION:
  

•     Following:

 
 •     Modified
Following:






	
	 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

 
 DAY COUNT CONVENTION:

 
 •     1/1
(ISDA):


 
 

  

	1 	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. 


  
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	 •     Following Unadjusted:

 
 •     Modified
Following Unadjusted
  
 OTHER TERMS:
	  	 •     Actual/Actual (ISDA):

 
 •     Actual/Actual
(ICMA):
  

•     Actual/Actual (Bond):

 
 •     Actual/Actual
(Euro):
  

•     Actual/365 (Fixed):

 
 •     Actual/360
(ISDA):
  

•     Actual/360 (ICMA):

 
 •     30/360
(ISDA):
  

•     30E/360 (ISDA):

 

•     Other:


 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 GSFC 2008 Indenture referred to in Section 1 on the reverse of this
Security are used herein as defined therein. 

  
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 GS Finance Corp., a corporation duly organized and existing under the laws of the State of
Delaware (hereinafter called the “Company”, which term includes any successor Person under the GSFC 2008 Indenture), 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 X (Y2 – Y1)] + [30 X (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 


  
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	 	•	 	“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 


(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 X
(Y2 – Y1)] + [30 X (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 GSFC
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 Registrar] 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  

  
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available for payment, on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and such Defaulted Interest may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof being given to the Holder of this
Security not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the GSFC 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 

  
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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. 
 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 GSFC 2008 Indenture or this Security. 

  
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 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. 
 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 

  
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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 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 GSFC 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 GSFC 2008 Indenture. 

Payments Due on a Business Day 

Notwithstanding any provision of this Security or the GSFC 2008 Indenture, if the Maturity of the principal hereof occurs on a day that is not
a Business Day, any amount of principal, premium or interest due at the Maturity hereof would otherwise be due on this Security on such 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. 

  
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 As specified on the face of this Security, one of the following Business Day Conventions shall
apply to each 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 

(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. 

[Modify as appropriate for Interest Reset Dates.] 

The provisions of the two immediately preceding paragraphs shall apply to this Security in lieu of the provisions of Section 113 of the
GSFC 2008 Indenture. 
  
  

  
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 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 GSFC 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: 
  

			
	 GS FINANCE CORP.

		
	By:	 	  

		 	 Name:

		 	 Title:



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

Dated: 
  

			
	 THE BANK OF NEW YORK MELLON,
as Trustee

		
	By:	 	  

		 	Authorized Signatory









 GUARANTEE 

Capitalized terms used in this Guarantee that are not defined herein but that are defined in the Security upon which this Guarantee is
endorsed or the GSFC 2008 Indenture referred to in such Security are used herein as defined therein. 
 The Goldman Sachs Group, Inc., a
corporation organized under the laws of the State of Delaware (herein called the “Guarantor”, which term includes any successor Person under the GSFC 2008 Indenture), for value received, hereby fully and unconditionally guarantees
to the Holder of the Security upon which this Guarantee is endorsed, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on such Security when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and of the GSFC 2008 Indenture. In case of the failure of GS Finance Corp., a corporation organized under the laws of
the State of Delaware (herein called the “Company”, which term includes any successor Person under the GSFC 2008 Indenture), punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made
punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. 

The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by,
any invalidity, irregularity or unenforceability of such Security or the GSFC 2008 Indenture, any failure to enforce the provisions of such Security or the GSFC 2008 Indenture, or any waiver, modification or indulgence granted to the Company with
respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change
to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon. 
 The Guarantor hereby
waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or the Holder of such Security exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this
Guarantee will not be discharged in respect of such Security except by 

  
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complete performance of the obligations contained in such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees
that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on such Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in the GSFC 2008 Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. 

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

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

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

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

  
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 All terms used in this Guarantee which are defined in the GSFC 2008 Indenture shall have the
meanings assigned to them in such GSFC 2008 Indenture. 
 This Guarantee shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York. 

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

Dated: 
  

			
	 THE GOLDMAN SACHS GROUP, INC.

		
	 By:    
	 	  

		 	 Name:

		 	 Title:










 (Reverse of Security) 
  

	 	1.	Securities and the GSFC 2008 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 October 10, 2008 (herein called the “GSFC 2008
Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, The Goldman Sachs Group, Inc., as Guarantor (herein called the “Guarantor”, which term includes any successor
guarantor under the GSFC 2008 Indenture) and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the GSFC 2008 Indenture), and reference is hereby made to the GSFC
2008 Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. 
  

	 	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 E. 
 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 rate 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, for this
Security, a day that meets the requirements set forth in each of clauses (i) through (iv) below, in each case to the extent such requirements apply to this Security as specified below: 

(i) is a New York Business Day; 

(ii) if the Specified Currency for payment of principal of or interest on this Security is other than U.S. dollars or euros, is
also a day on which banking institutions are not authorized or obligated by law, regulation or executive order to close in the principal financial center of the country issuing the Specified Currency; 

(iii) if the Specified Currency for payment of principal of or interest on this Security is euros, is also 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 each Monday, Tuesday, Wednesday, Thursday and Friday on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business. 
 “New York Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close. 

With respect to any particular location, the close of business on any day on which business is not being conducted at that location shall be
deemed to mean 5:00 P.M., New York City time, on that day. 

  
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 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 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 GSFC 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


  
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 -20- 








 
more Predecessor Securities, of record at the close of business on the relevant Regular Record Date as provided in the GSFC 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, (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 GSFC 2008 Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and
any premium and interest on this 

  
 (Reverse of Security
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 -21- 








 
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 GSFC 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 GSFC 2008 Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. 

 

	 	7.	Defeasance 

 The GSFC 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 GSFC 2008 Indenture. Unless otherwise
specified on the face hereof, both of such provisions are applicable to this Security. 
  

	 	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 GSFC 2008 Indenture. 

As provided in and subject to the provisions of the GSFC 2008 Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the GSFC 2008 Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Securities of this 

  
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 -22- 








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

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

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

	 	9.	Modification and Waiver 

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

  
 (Reverse of Security
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 -23- 








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

	 	10.	Governing Law 

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

  
 (Reverse of Security
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 -24- 








 CUSIP NO.              

ORIGINAL ISSUE DATE:              

GS FINANCE CORP. 
 MEDIUM-TERM
NOTE, SERIES E 
 FULLY AND UNCONDITIONALLY GUARANTEED BY 

THE GOLDMAN SACHS GROUP, INC. 

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 

  
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 -25- 








 
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: 

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 ACT —
                        
	 	Custodian	 	                                     
                                         
            
	(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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 -27- 








 ASSIGNMENT 

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

 
  

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

							
	 /
	 	/	 		  	
		 		 		  	 

 (Please Print or Typewrite Name and Address 

Including Postal Zip Code of Assignee) 
  

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

appoints                        
                                         
                                         
                                         
                                         
                                         
             
  

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

Dated:                         

Signature Guaranteed 
  

					
	  
	 		 	  

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


  
 -28-