EX-4.76



 





Exhibit 4.76




[Form of Fixed Rate Medium-Term Note]




(Face of Security)




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




          [IF 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.]





 









 








CUSIP No.                     



Title
of Series:  Series A



Title
of Tranche:                                                             



GS FINANCE CORP.




MEDIUM-TERM NOTES, SERIES A




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):




ORIGINAL ISSUE DATE*:







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:





OTHER TERMS:









          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.







 




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




(Face of Security continued on next page)




-2-









 








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



          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 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 that is at least 15 calendar days after the Original Issue Date, 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.




          The interest so payable, and punctually paid or made available for payment, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the 15th calendar
day (whether or not a Business Day, as such term is defined in Section 3 on the reverse hereof)
next preceding such Interest Payment Date (a “Regular Record Date”); provided,
however, if this Security is a Global Security, a Regular Record Date will instead occur on
the fifth Business Day next preceding such Interest Payment Date. Any interest so payable, but not
punctually paid or made available for payment, on any Interest Payment Date will forthwith cease to
be payable to the Holder on such Regular Record Date and such Defaulted Interest may either be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to the Holder of this Security not less than
10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Security may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in the Indenture.




     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




(Face of Security continued on next page)




-3-









 








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




          The U.S. dollar amount of any payment made pursuant to the immediately preceding paragraph
will be determined by the Exchange Rate Agent based upon the highest bid quotation received by the
Exchange Rate Agent as of 11:00 A.M., New York City time, on the second Business Day next 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 Securities of this or any other
tranche 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




(Face of Security continued on next page)




-4-









 





be borne by the Holder entitled to receive such payment, by
deduction from such payment.



          Notwithstanding the foregoing, if any amount payable on this Security is
payable on any day (including at Maturity) in a Specified Currency other than U.S. dollars,
and if such Specified Currency is not available to the Company on the two Business Days before such
day, due to the imposition of exchange controls, disruption in a currency market or any other
circumstances beyond the control of the Company, the Company will be entitled to satisfy its
obligation to pay such amount in such Specified Currency by making such payment in U.S. dollars.
The amount of such payment in U.S. dollars shall be determined by the Exchange Rate Agent on the
basis of the noon buying rate for cable transfers in The City of New York, for such Specified
Currency (the “Exchange Rate”) as of the latest day before the day on which such payment is
to be made. Any payment made under such circumstances in U.S. dollars where the required payment
is in other than U.S. dollars will not constitute an Event of Default under the 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),
against surrender of this Security in the case of any payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest Payment Date);
provided, however, that, at the option of the Company and subject to the next
paragraph, payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.




          Payment of any amount payable on this Security in U.S. dollars will be made by wire transfer
of immediately available funds to an account maintained by the payee with a bank located in the
Borough of Manhattan, The City of New York, if (i) the principal of this Security is at least
$1,000,000 and (ii) the Holder entitled to receive such payment transmits a written request for
such payment to be made in such manner to the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, on or before the fifth Business Day before the day on which such
payment is to be made; provided that, in the case of any such payment due at the Maturity
of the principal hereof (other than any payment of interest that first becomes due on an Interest
Payment Date), this Security must be surrendered at the office or agency of the Company maintained
for that purpose in The City of New York (or at any other office or agency maintained by the
Company for that purpose) in time for the Paying Agent to make such payment in such funds in
accordance with its normal procedures. Any such request made with respect to any payment on this
Security payable to a particular Holder will remain in effect for all later payments on this
Security payable to such Holder, unless such request is revoked on or before the fifth Business Day
before a payment is to be made, in which case such




(Face of Security continued on next page)




-5-









 








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 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 Indenture, if this Security is a Global
Security, the Company may make any and all payments of principal,




(Face of Security continued on next page)




-6-









 





premium and interest on this
Security pursuant to the Applicable Procedures of the Depositary for this Security as permitted in
the Indenture.



     Payments Due on a Business Day



          Unless otherwise specified on the face of this Security, the following sentence shall apply to
this Security. Notwithstanding any provision of this Security or the Indenture, if any amount of
principal, premium or interest 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
next succeeding Business Day with the same force and effect as if such amount were paid on the
Specified Day. The provisions of this paragraph shall apply to this Security in lieu of the
provisions of Section 113 of the 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 Indenture or be valid or
obligatory for any purpose.





(Face of Security continued on next page)




-7-









 








          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 and tranche designated herein and referred to in the
Indenture.



Dated:




	 	 	              	 	 
	 	THE BANK OF NEW YORK,

              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 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 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 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 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 Indenture, any failure to enforce the provisions of such Security or the
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 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.




-9-









 







 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 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 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 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 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 Indenture.



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



-10-









 






          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.


-11-








 





          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 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 (and, with respect to each series, one or more tranches
of such series) under a Senior Debt Indenture, dated as of
December 4, 2007 (herein called the
“Indenture”, which term shall have the meaning assigned to it in such instrument), among
the Company, The Goldman Sachs Group, Inc., as Guarantor (herein called the “Guarantor”, which term
includes any successor guarantor under the Indenture) and The Bank of New York, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the 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, Tranche and Denominations



          This
Security is one of the series designated on the face hereof limited to an aggregate initial offering
price as shall be determined from time to time pursuant to the Determination of a Treasury
Signatory of the Company, dated December 4, 2007 (or the equivalent thereof in any other currency
or currencies or currency units). The Security is also one of a
tranche of such series, which tranche is designated on the fare
hereof. References herein to “this tranche” mean the tranche of
Securities designated on the face hereof, and references herein to “this series” mean the series of
Securities designated as Medium-Term Notes, Series A.



          The Securities of this tranche 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 multiples thereof. For each Security of this series having a principal amount
payable in a Specified Currency other than U.S. dollars, the Authorized Denominations shall be the
amount of such Specified Currency equivalent, at the Exchange Rate on the first Business Day next
preceding the date on which the Company accepts the offer to purchase such Security, to $1,000 or
any integral multiples of $1,000 in excess thereof.



          3. 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



(Reverse of Security
continued on next page)


-13-









 







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.



          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



          Unless a Redemption Commencement Date is specified on the face hereof, this Security shall not
be redeemable at the option of the Company before the Stated 




(Reverse of Security
continued on next page)


-14-









 







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





(Reverse of Security
continued on next page)


-15-









 







The Bank
of New York, Attention: Corporate Trust Administration, 101 Barclay Street, 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 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 tranche 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 Indenture and subject to certain limitations therein set forth, Securities
of this tranche are exchangeable for a like aggregate principal amount of Securities of this
tranche and of like a 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
Indenture relating to Global Securities, including the limitations in Section 305 thereof on
transfers and exchanges of Global Securities.



          7. Defeasance



          The 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




(Reverse of Security
continued on next page)


-16-









 





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



          8. Remedies



          If an Event of Default with respect to Securities of this tranche shall occur and be
continuing, the principal of the Securities of this tranche may be declared due and payable in the
manner and with the effect provided in the Indenture.



          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this tranche, the Holders of not less than 25% in principal amount of the
Securities of this tranche 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 tranche at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein.



          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and 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 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 of each tranche to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all tranches to be affected (considered together as one class for this
purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in
principal amount of the Securities at the time Outstanding of all tranches to be affected under the
Indenture (considered together as one class for this purpose), on behalf of the Holders of all
Securities of such tranches, to waive compliance by the Company with certain provisions of the
Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at
the time Outstanding of any tranche to be affected under the Indenture (with each such tranche
considered separately for this purpose), on behalf of the Holders of all Securities of such
tranche, to waive certain past defaults under the Indenture and their 




(Reverse of Security
continued on next page)


-17-









 







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




(Reverse of Security
continued on next page)


-18-









 





CUSIP NO.                     




ORIGINAL ISSUE DATE:                     




GS FINANCE CORP.

MEDIUM-TERM NOTE, SERIES A




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 National Association of Securities Dealers, 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





(Reverse of Security
continued on next page)


-19-









 







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

Attention: Corporate Trust Administration

101 Barclay Street

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):



 









(Reverse of Security
continued on next page)


-20-









 








	 	 	 	 	 
	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.








(Reverse of Security
continued on next page)


-21-









 






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.




 









(Reverse of Security
continued on next page)


-22-









 








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.







-22-