EX-4.77



 





Exhibit 4.77




[Form of Index-Linked Medium-Term Note]




(Face of Security)




     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.



     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 LICENSOR OF THE INDEX.]



(Face of Security continued on next page)




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	CUSIP No.                     
	 	Registered 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.

 






[INSERT THE NAME OF THE INDEX-LINKED NOTE]

 






     The following terms apply to this Security. Capitalized terms that are not defined the first
time they are used in this Security shall have the meanings indicated elsewhere in this Security.



	 	 	 
	Face Amount:

	 	Interest Payment Date(s):
	 
	 	 
	Principal Amount:

	 	Original Issue Date:
	 
	 	 
	Index:

	 	Option to Redeem:
	 
	 	 
	Stated Maturity Date:

	 	Calculation Agent:
	 
	 	 
	Specified Currency:

	 	Defeasance:
	 
	 	 
	Interest Rate:                     % per annum

	 	Other Terms:






 






(Face of Security continued on next page)




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     1. Promise to Pay Principal



     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 hereinafter referred to), for value received, hereby promises to pay to Cede & Co.,
as nominee for The Depository Trust Company, or registered assigns, as principal, the Principal
Amount on the Stated Maturity Date, subject to the other provisions of this Security. The Company
also promises to pay interest (to the extent that the payment of such interest shall be legally
enforceable) on any overdue principal, at the effective Federal Funds rate, from the date such
principal is due until it is paid or made available for payment, and any such interest shall be
payable to the Holder on demand. Notwithstanding any other provision of this Security or the
Indenture, this Security shall not bear interest, except as provided in the prior sentence.



     2. Principal Amount



     The principal of this Security that becomes due and payable on the Stated Maturity Date for
Securities that have not been redeemed shall be the Principal Amount. If the Holder has exercised
the Option to Redeem, the principal of this Security that becomes payable on the applicable
Redemption Date for the Securities properly designated for redemption shall be the amount in cash
the Company is obligated to pay pursuant to Section 3 of this Security, as applicable. The
principal of this Security that becomes due and payable upon acceleration of the Maturity hereof
after an Event of Default has occurred pursuant to the Indenture shall be the Default Amount. When
the cash that the Company is obligated to pay as set forth above in this Section 2 has been paid as
provided herein (or such amount has been made available for payment), the principal of this
Security shall be deemed to have been paid in full, whether or not this Security shall have been
surrendered for payment or cancellation. References to the payment of the principal of this
Security on any day shall be deemed to mean the payment of the cash that the Company is obligated
to pay as principal on such day as provided above in this Section 2. Notwithstanding the
foregoing, solely for the purpose of determining whether any consent, waiver, notice or other
action to be given or taken by Holders of Securities pursuant to the Indenture has been given or
taken by Holders of Outstanding Securities in the requisite aggregate principal amount, the
principal amount of this Security on any day will be deemed to equal the Face Amount then
Outstanding. The Securities represented by this Security shall cease to be Outstanding as provided
in the definition of such term in the Indenture or when the principal of such Securities shall be
deemed to have been paid in full as provided above and any interest payable on such Security have
been paid (or, in the case of any such interest, when such interest has been made available for
payment).



     3. Holder’s Option to Redeem



     [INSERT PROVISIONS RELATING TO OPTION TO REDEEM.]



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     4. Discontinuance or Modification of the Index



     [INSERT PROVISIONS RELATING TO DISCONTINUANCE OR MODIFICATION OF THE INDEX.]



     5. Role of Calculation Agent



     [INSERT PROVISIONS RELATING TO ROLE OF CALCULATION AGENT.]



     6. Payment



     Payment of the amount payable on this Security will be made in cash 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. Payment of cash on this Security will be made to an account designated by the
Holder (in writing to the Company and the Trustee on or before the Determination Date) and
acceptable to the Company or, if no such account is designated and acceptable as aforesaid, at the
office or agency of the Company maintained for that purpose in The City of New York; provided,
however, that, at the option of the Company, payment of any interest may be made by check mailed to
the address of the Holder entitled thereto as such address shall appear in the Security Register;
and provided, further, that payment at Maturity shall be made only upon surrender of this Security
at such office or agency (unless the Company waives surrender). Notwithstanding the foregoing, if
this Security is a Global Security, any payment may be made pursuant to the Applicable Procedures
of the Depositary as permitted in the Indenture. The Holder of this Security shall not be entitled
under the terms of this Security to receive, in payment hereof, any property other than cash.



     7. Holidays



     Notwithstanding any provision of this Security or of the Indenture, if any payment of
principal or interest would otherwise be due on this Security on a day (the “Specified
Day”) that is not a Business Day, such payment may be made (or such principal or interest may
be made available for payment) on the next succeeding Business Day with the same force and effect
as if such payment were made on the Specified Day. The provisions of this Section 7 shall apply to
this Security in lieu of the provisions of Section 113 of the Indenture.



     8. Reverse of this Security



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



(Face of Security continued on next page)




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     9. Certificate of Authentication



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



     10. Tax Characterization



     [INSERT PROVISIONS RELATING TO TAX CHARACTERIZATION OF THIS SECURITY.]



(Face of Security continued on next page)




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               IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated:



	 	 	 	 	 
	 	GS FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:





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



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

                as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



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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. The Guarantor hereby
agrees that, in the event of a default in payment of principal, or



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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.



     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:  	 	 
	 




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(Reverse of Security)

Reverse





     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. Insofar as the provisions of the Indenture may conflict with the
provisions set forth on the face of this Security, the latter shall control for purposes of this
Security.



     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). This Security as also one of a
tranche of such series, which tranche is designated on the face
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 the Medium-Term Notes, Series A.



     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 Guarantor and the rights of
the Holders of the Securities of each tranche to be affected under the 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 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 or the
Guarantor 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
consequences. Any such consent or waiver by the


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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.




     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 and, with respect to this Security, on the
face hereof.



     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 interest hereon on or after the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal
of and any interest on this Security as herein provided or the guarantee of payment on this
Security by the Guarantor, which is full and unconditional.



     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 this Security is payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of
this tranche and of like tenor, of Authorized Denominations and for the same aggregate Face Amount, will be issued
to the designated transferee or transferees.




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     This Security, and any other Securities of this tranche, are issuable only in registered form
without coupons in Authorized Denominations. 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 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
Guarantor, the Trustee and any agent of the Company, the Guarantor 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 Guarantor, the Trustee nor any such
agent shall be affected by notice to the contrary.



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




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