POSASR

As filed with the Securities and Exchange Commission on February 16, 2012

Registration Statement No. 333-176914

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective

Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE GOLDMAN SACHS GROUP, INC. (Exact name of Registrant as specified in its charter)   Delaware (State or other jurisdiction of incorporation or organization) 13-4019460 (I.R.S. Employer Identification Number)   200 West Street New York, NY 10282 (212) 902-1000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) GOLDMAN SACHS CAPITAL I GOLDMAN SACHS CAPITAL II GOLDMAN SACHS CAPITAL III GOLDMAN SACHS CAPITAL IV GOLDMAN SACHS CAPITAL V GOLDMAN SACHS CAPITAL VI GS FINANCE CORP. MURRAY STREET INVESTMENT TRUST I MURRAY STREET INVESTMENT TRUST II VESEY STREET INVESTMENT TRUST I VESEY STREET INVESTMENT TRUST II (Exact name of each Registrant as specified in its charter)   Delaware (State or other jurisdiction of incorporation or organization) 20-6109925, 20-6109939, 20-6109956, 20-6109972, 34-2036412, 34-2036414, 26-0785112, 45-6748881, 45-6749057, 45-6749071, 45-6749094 (I.R.S. Employer Identification Number)   c/o The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282 (212) 902-1000 (Address, including zip code, and telephone number, including area code, of each Registrant’s principal executive offices)

Kenneth L. Josselyn

The Goldman Sachs Group, Inc.

200 West Street

New York, New York 10282

(212) 902-1000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

David B. Harms

Andrew D. Soussloff

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    þ	Accelerated filer    ¨
Non-accelerated filer       ¨	Smaller reporting company    ¨
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered/ Proposed maximum offering price per unit/ Proposed maximum offering price			Amount of registration fee
Debt Securities of The Goldman Sachs Group, Inc.
Warrants of The Goldman Sachs Group, Inc.
Purchase Contracts of The Goldman Sachs Group, Inc.
Prepaid Purchase Contracts of The Goldman Sachs Group, Inc. issued under the Senior Debt Indenture dated as of July 16, 2008
Units of The Goldman Sachs Group, Inc.(4)
Preferred Stock of The Goldman Sachs Group, Inc.
Depositary Shares of The Goldman Sachs Group, Inc.(5)
Capital Securities of
Goldman Sachs Capital I,
Goldman Sachs Capital II,
Goldman Sachs Capital III,
Goldman Sachs Capital IV,
Goldman Sachs Capital V,
Goldman Sachs Capital VI		(1	)(2)	4,013,984(1)(2)(3)
(collectively, the “Issuer Trusts”)
Senior Guaranteed Trust Securities of
Murray Street Investment Trust I,
Murray Street Investment Trust II,
Vesey Street Investment Trust I,
Vesey Street Investment Trust II
(collectively, the “2012 Trusts”)
Debt Securities of GS Finance Corp.
Warrants of GS Finance Corp.
Units of GS Finance Corp.(6)
The Goldman Sachs Group, Inc. Guarantees with respect to Capital Securities, Senior Guaranteed Trust Securities or securities of other issuers(7)
The Goldman Sachs Group, Inc. Guarantees with respect to deposit obligations of Goldman Sachs Bank USA or its successor or any other banking subsidiary of The Goldman Sachs Group, Inc.(8)
The Goldman Sachs Group, Inc. Guarantees with respect to notes and deposit notes of Goldman Sachs Bank USA or its successor or any other banking subsidiary of The Goldman Sachs Group, Inc.(9)
Common Stock of The Goldman Sachs Group, Inc., par value $0.01 per share

(1) An unspecified aggregate initial offering price or number of the securities of each identified class is being registered and may from time to time be offered at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares.

(2) This Registration Statement also includes an indeterminate amount of securities of the classes specified in the table above that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrants. These securities consist of an indeterminate amount of such securities that are initially being registered, and will initially be offered and sold, under this Registration Statement and an indeterminate amount of such securities that were initially registered, and were initially offered and sold, under registration statements previously filed by the Registrants. All such market-making reoffers and resales of these securities that are made pursuant to a registration statement after the effectiveness of this Registration Statement are being made solely pursuant to this Registration Statement. Pursuant to Rule 457(q) under the Securities Act, no separate registration fee will be paid with respect to any of such securities that may be reoffered or resold after their initial sale in market-making transactions.

(3) Pursuant to Rules 456(b) and 457(r) under the Securities Act, The Goldman Sachs Group, Inc. is deferring payment of the filing fees relating to the securities that are registered and available for sale under Registration Statement No. 333-176914, except for (a) $2,292,000 of filing fees that have been paid on the date of this Post-Effective Amendment No. 1 with regard to $20,000,000,000 aggregate initial offering price of securities that are available for sale in future offerings and (b) $1,721,984 of filing fees that were previously paid with regard to $14,831,901,147 aggregate initial offering price of securities that are available for sale in future offerings. The filings fees referenced above have been paid in advance of any future offerings of these securities.

(4) Each unit of The Goldman Sachs Group, Inc. will be issued under a unit agreement or indenture and will represent an interest in one or more debt securities, warrants, purchase contracts, shares of preferred stock, depositary shares or common stock of The Goldman Sachs Group, Inc. and capital securities of the Issuer Trusts, as well as debt or equity securities of third parties, in any combination, which may or may not be separable from one another.

(5) Each depositary share of The Goldman Sachs Group, Inc. will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock of The Goldman Sachs Group, Inc. and will be evidenced by a depositary receipt.

(6) Each unit of GS Finance Corp. will be issued under a unit agreement or indenture and will represent an interest in (i) one or more debt securities and warrants of GS Finance Corp. or (ii) any of the foregoing and debt or equity securities of The Goldman Sachs Group, Inc., which may or may not be separable from one another.

(7) The Goldman Sachs Group, Inc. is also registering the guarantees and other obligations that it may have with respect to capital securities to be issued by any of the Issuer Trusts, with respect to senior guaranteed trust securities to be issued by any of the 2012 Trusts, or with respect to securities to be issued by GS Finance Corp. or similar securities that may be issued by similar entities formed in the future. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any such guarantees or any other obligations.

(8) The Goldman Sachs Group, Inc. is also registering guarantees and other obligations that it may have with respect to certificates of deposit issued or to be issued at any time and from time to time in the past or the future by Goldman Sachs Bank USA, a New York State-chartered bank and a banking subsidiary of The Goldman Sachs Group, Inc. (“GS Bank”), or by any successor to GS Bank or by any other banking subsidiary of The Goldman Sachs Group, Inc., in each case whether now or hereafter formed. No separate registration fee will be paid in respect of any such guarantees or other obligations.

(9) The Goldman Sachs Group, Inc. is also registering guarantees and other obligations that it may have with respect to notes and deposit notes to be issued at any time and from time to time by GS Bank, or by any successor to GS Bank or by any other banking subsidiary of The Goldman Sachs Group, Inc., in each case whether now or hereafter formed. No separate registration fee will be paid in respect of any such guarantee or other obligations.

  Note: Pursuant to Rule 415(a)(6) under the Securities Act, the Registrants are carrying forward to this Registration Statement $14,831,901,147 aggregate initial offering price of securities that were previously registered on Registration Statement No. 333-176914 of the Registrants and filing fees of $1,721,984 that were previously paid in connection with those securities.

Explanatory Note

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-176914) is being filed for the purposes of (a) adding each of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II (the “2012 Trusts”) as additional registrants under the Registration Statement; (b) registering as a separate class of securities hereunder the senior guaranteed trust securities of each 2012 Trust and senior guarantees by The Goldman Sachs Group, Inc. of the senior guaranteed trust securities of each 2012 Trust, (c) filing a prospectus relating to the senior guaranteed trust securities and guarantees being registered under this Post-Effective Amendment No. 1, (d) registering an additional $20,000,000,000 initial offering price of securities that may be offered and sold from time to time hereunder and reflecting, in Item 14. “Other Expenses of Issuance and Distribution” in Part II, the related registration fees that have been paid with respect thereto and (e) filing additional exhibits to the Registration Statement under Item 16 of Part II thereof. No changes or additions are being made hereby to (i) the existing prospectuses relating to the securities to be issued from time to time by The Goldman Sachs Group, Inc., which remain a part of the Registration Statement, or (ii) any other item in Part II of the Registration Statement and therefore such existing prospectuses and other items have been omitted. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission.

Senior Guaranteed Trust Securities (Liquidation amount $1,000 per senior guaranteed security) of Murray Street Investment Trust I Murray Street Investment Trust II Vesey Street Investment Trust I Vesey Street Investment Trust II   fully and unconditionally guaranteed by   The Goldman Sachs Group, Inc.

Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II (each trust is referred to as a “Trust” and together as the “Trusts”) may offer and sell senior guaranteed trust securities (“senior guaranteed securities”), in one or more offerings. Senior guaranteed securities represent beneficial interests in the applicable Trust. Pursuant to a guarantee agreement, The Goldman Sachs Group, Inc. will fully and unconditionally guarantee, on a senior basis, the payment of distributions on and the redemption price of the senior guaranteed securities when due. Each Trust will use the net proceeds of the issuance and sale of its senior guaranteed securities to purchase a series of junior subordinated notes of The Goldman Sachs Group, Inc. (the “notes”), which will be its sole assets.

This prospectus describes some of the general terms that may apply to the senior guaranteed securities and notes. The specific terms of any securities to be offered or purchased by any of the Trusts will be described in the applicable prospectus supplement to this prospectus.

The Trusts may offer and sell their senior guaranteed securities to or through one or more underwriters, dealers and agents, including the firm named below, or directly to purchasers, on a continuous or delayed basis. The specific manner in which these securities may be offered will be described in the applicable prospectus supplement to this prospectus.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The senior guaranteed securities and notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Goldman Sachs may use this prospectus in the initial sale of the senior guaranteed securities. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in any of these or similar securities after its initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

Goldman, Sachs & Co.

Prospectus dated February 16, 2012.

AVAILABLE INFORMATION

The Goldman Sachs Group, Inc. is required to file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). You may read and copy any documents filed by us at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the public through the SEC’s Internet site at http://www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common stock is listed.

We have filed a registration statement on Form S-3 with the SEC relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of The Goldman Sachs Group, Inc., please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a copy of the applicable contract or other document. You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s Internet site.

The SEC’s rules allow us to “incorporate by reference” information into this prospectus. This means that we can disclose important information to you by referring you to any of the SEC filings referenced in the list below. Any information referred to in this way in this prospectus or the applicable prospectus supplement is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

The Goldman Sachs Group, Inc. incorporates by reference into this prospectus the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

(1) Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-14965);

(2) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 001-14965);

(3) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 001-14965);

(4) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (File No. 001-14965);

(5) Current Reports on Form 8-K, dated and filed on January 11, 2011 and January 19, 2011 (Item 8.01 only) (File No. 001-14965);

(6) Current Report on Form 8-K, dated January 26, 2011 and filed January 28, 2011 (File No. 001-14965);

(7) Current Report on Form 8-K, dated March 16, 2011 and filed March 18, 2011 (File No. 001-14965);

(8) Current Reports on Form 8-K dated and filed on March 18, 2011, March 21, 2011, March 22, 2011, March 23, 2011, March 24, 2011, March 25, 2011, March 28, 2011, March 30, 2011, March 31, 2011, April 1, 2011, April 6, 2011, April 8, 2011, April 11,

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2011, April 12, 2011, April 13, 2011, April 14, 2011, April 15, 2011, April 19, 2011 (Item 8.01 only), April 26, 2011, April 27, 2011, April 28, 2011, April 29, 2011, May 2, 2011, May 3, 2011, May 4, 2011 and May 5, 2011 (File No. 001-14965);

(9) Current Report on Form 8-K, dated May 6, 2011 and filed on May 10, 2011 (File No. 001-14965);

(10) Current Reports on Form 8-K dated and filed on May 9, 2011, May 11, 2011, May 12, 2011, May 16, 2011, May 17, 2011, May 18, 2011, May 19, 2011, May 20, 2011, May 23, 2011, May 25, 2011, May 26, 2011, May 27, 2011, May 31, 2011, June 3, 2011, June 6, 2011, June 7, 2011, June 8, 2011, June 9, 2011, June 10, 2011, June 13, 2011, June 14, 2011, June 15, 2011 and June 16, 2011 (File No. 001-14965);

(11) Current Report on Form 8-K, dated June 16, 2011 and filed on June 17, 2011 (File No. 001-14965);

(12) Current Reports on Form 8-K dated and filed on June 17, 2011, June 21, 2011, June 22, 2011, June 23, 2011, June 28, 2011, June 29, 2011, June 30, 2011, July 1, 2011, July 5, 2011, July 7, 2011, July 8, 2011, July 12, 2011, July 18, 2011, July 19, 2011 (Acc-no: 0001193125-11-191470), July 19, 2011 (Acc-no: 0000950123-11-066365) (Item 8.01 only), July 20, 2011, July 21, 2011, July 25, 2011, July 27, 2011, July 28, 2011, July 29, 2011, August 4, 2001, August 5, 2011, August 8, 2011, August 10, 2011, August 11, 2011, August 15, 2011, August 16, 2011, August 17, 2011, August 18, 2011, August 22, 2011, August 24, 2011, August 25, 2011, August 26, 2011, August 29, 2011, August 31, 2011, September 1, 2011, September 9, 2011, September 14, 2011, September 15, 2011 and September 16, 2011 (File No. 001-14965);

(13) Current Reports on Form 8-K dated and filed on September 20, 2011, September 21, 2011, September 30, 2011, October 4, 2011, October 17, 2011, October 18, 2011 (Acc-no: 0000950123-11-090389) (Item 8.01 only), October 18, 2011 (Acc-no: 0000950123-11-273925), October 26, 2011, October 28, 2011, October 31, 2011, November 3, 2011, November 4, 2011, November 10, 2011, November 14, 2011, November 17, 2011, November 18, 2011, November 21, 2011, November 22, 2011 and November 25, 2011 (File No. 001-14965);

(14) Current Report on Form 8-K dated November 29, 2011 and filed on December 1, 2011 (File No. 001-14965);

(15) Current Reports on Form 8-K dated and filed on December 1, 2011, December 8, 2011 and December 9, 2011 (File No. 001-14965);

(16) Current Report on Form 8-K dated December 15, 2011 and filed on December 16, 2011 (File No. 001-14965);

(17) Current Reports on Form 8-K dated and filed on December 16, 2011, December 21, 2011 and December 23, 2011 (File No. 001-14965);

(18) Current Report on Form 8-K dated January 5, 2012 and filed on January 6, 2012 (File No. 001-14965);

(19) Current Reports on Form 8-K dated and filed on January 9, 2012, January 13, 2012, January 18, 2012 (Item 8.01 only), January 19, 2012, January 20, 2012, January 24, 2012, January 27, 2012, February 2, 2012 and February 3, 2012 (File No. 001-14965);

(20) Current Report on Form 8-K dated February 6, 2012 and filed on February 7, 2012 (File No. 001-14965); and

(21) Current Report on Form 8-K dated and filed on February 9, 2012 (File No. 001-14965).

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(22) All documents filed by The Goldman Sachs Group, Inc. under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or after the date of this prospectus and before the termination of the offering of securities under this prospectus.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can request those documents from Investor Relations, 200 West Street, New York, New York 10282, telephone (212) 902-0300.

No separate financial statements of any Trust are included in this prospectus. The Goldman Sachs Group, Inc. and the Trusts do not consider that such financial statements would be material to holders of the senior guaranteed securities because each Trust is a special purpose entity, has no operating history or independent operations and is not engaged in and does not propose to engage in any activity other than holding as trust assets the corresponding notes of The Goldman Sachs Group, Inc. and issuing the senior guaranteed securities. Furthermore, pursuant to the guarantee, The Goldman Sachs Group, Inc. will fully, irrevocably and unconditionally guarantee the payments of distributions and other amounts due on the senior guaranteed securities of a Trust. In addition, The Goldman Sachs Group, Inc. does not expect any of the Trusts to file reports under the Exchange Act with the SEC.

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SUMMARY INFORMATION

This summary highlights information contained elsewhere, or incorporated by reference in, this prospectus. This summary is not complete and does not contain all the information that you should consider before investing in the senior guaranteed securities. You should read this entire prospectus carefully, including the documents incorporated by reference, which are described under “Available Information.” The following description sets forth general terms of the senior guaranteed securities, the guarantees and notes. The prospectus supplement will describe the particular terms of the securities being offered and the extent to which these general provisions may apply to those securities.

In this prospectus, references to “The Goldman Sachs Group, Inc.,” “we,” “our” and “us” refer only to The Goldman Sachs Group, Inc. and not to its consolidated subsidiaries. References to “Goldman Sachs” refer to The Goldman Sachs Group, Inc., together with its consolidated subsidiaries and affiliates. We refer to the Senior Guaranteed Trust Securities as the “senior guaranteed securities.”

The Goldman Sachs Group, Inc.

The Goldman Sachs Group, Inc. is a leading global financial services firm providing investment banking, securities and investment management services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world. Our headquarters are located at 200 West Street, New York, New York 10282, telephone (212) 902-1000. The Goldman Sachs Group, Inc. is a bank holding company and a financial holding company regulated by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Our U.S. depository institution subsidiary, Goldman Sachs Bank USA, is a New York State-chartered bank.

The Trusts

Each of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II (each, a “Trust”) is a statutory trust formed under Delaware law pursuant to a declaration of trust signed by us, as sponsor of the Trust, the Delaware trustee and the administrative trustees and the filing of a certificate of trust with the Delaware Secretary of State on February 10, 2012. The declaration of trust of each Trust will be amended and restated before it issues its senior guaranteed securities. Each Trust exists for the exclusive purpose of issuing senior guaranteed securities to investors, investing the aggregate proceeds in an equivalent amount of a series of junior subordinated notes of The Goldman Sachs Group, Inc. (the “notes”) and engaging in only those activities necessary or incidental thereto. The series of notes purchased by each Trust will be its sole assets.

Each Trust’s business and affairs will be conducted by its trustees, each appointed by us as sponsor of the Trust. The trustees will be The Bank of New York Mellon, as the “property trustee,” BNY Mellon Trust of Delaware, as the “Delaware trustee,” and three individual trustees, or “administrative trustees,” who are employees or officers of or affiliated with us.

The principal executive office of each Trust is c/o The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282, and each Trust’s telephone number is (212) 902-1000.

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The Senior Guaranteed Securities

The aggregate liquidation amount of senior guaranteed securities to be issued by each Trust will be set forth in the prospectus supplement for such Trust. Each senior guaranteed security will represent an undivided beneficial interest in the assets of the relevant Trust. Each Trust will use the proceeds from the sale of its senior guaranteed securities to purchase a series of notes from Goldman Sachs Capital II or Goldman Sachs Capital III. Each Trust will apply the interest and redemption payments it receives from The Goldman Sachs Group, Inc. on or with respect to the series of notes it holds to make the periodic distributions and redemption payments it is required to make on its senior guaranteed securities. In addition, The Goldman Sachs Group, Inc. will fully and unconditionally guarantee, on a senior basis, the payment of distributions on and the redemption price of the senior guaranteed securities when due. The liquidation amount per senior guaranteed security will be $1,000.

Each Trust will dissolve upon the earliest of (i) the redemption of all of its senior guaranteed securities, (ii) the entry of an order for its dissolution by a court of competent jurisdiction and (iii) one year after the stated maturity date of the series of notes purchased by such Trust. If a Trust is dissolved for a reason other than the redemption of all of its senior guaranteed securities, holders of its senior guaranteed securities will be entitled to receive an amount equal to the liquidation amount per senior guaranteed security plus accumulated and unpaid distributions thereon to the date of payment. Pursuant to the applicable guarantee, The Goldman Sachs Group, Inc. will fully and unconditionally guarantee the payment of such amount on a senior basis.

Holders of the senior guaranteed securities will have only limited voting rights and, except upon the occurrence of certain events described in this prospectus, will not be entitled to vote.

Guarantees

Pursuant to the guarantee agreement for each Trust (each, a “guarantee”) executed by us for the benefit of the holders of the senior guaranteed securities of such Trust, The Goldman Sachs Group, Inc. will fully and unconditionally guarantee, on a senior basis, the payment of (i) any accumulated and unpaid distributions on the senior guaranteed securities of such Trust, (ii) the redemption price required to be paid on such senior guaranteed securities and (iii) upon termination, winding-up or liquidation of such Trust, the liquidation amount of its senior guaranteed securities plus accumulated and unpaid distributions on the senior guaranteed securities to the date of payment. See “Description of the Guarantees” below for further details.

Junior Subordinated Notes

The series of notes to be purchased by each Trust will have interest rate, distribution, and redemption terms that correspond to the terms of its senior guaranteed securities. The senior guaranteed securities of a Trust will be mandatorily redeemed on the stated maturity date of the corresponding notes. The series of notes purchased by each Trust will be its sole assets.

We will have the right to defer the payment of interest on the notes, at any time or from time to time, for up to seven years, but not beyond the stated maturity date of the notes. If a Trust were unable to make a scheduled distribution to the holders of its senior guaranteed securities because we deferred payment of interest on the notes held by the Trust, The Goldman Sachs Group, Inc.’s senior guarantee would obligate it to make the distribution to the holders

The notes are subordinate and junior in right of payment, to the extent and in the manner stated in the indenture, to all of our senior debt, as defined in the indenture. See “Description of the Junior Subordinated Notes — Subordination” below.

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Book-Entry Issuance Only

The senior guaranteed securities will be issued only in book-entry form — i.e., as global securities registered in the name of The Depository Trust Company (“DTC”), New York, New York, or its nominee. The sale of the senior guaranteed securities will settle in immediately available funds through DTC. You will not be permitted to withdraw the senior guaranteed securities from DTC except in the limited situations described under “Legal Ownership and Book-Entry Issuance — What is a Global Security? — Special Situations When a Global Security Will Be Terminated.”

Investors may hold interests in a global security through organizations that participate, directly or indirectly, in the DTC system. Those organizations include Euroclear and Clearstream, Luxembourg. See “Legal Ownership and Book-Entry Issuance” below for additional information about indirect ownership of interests in the senior guaranteed securities.

When we refer to “you” in this prospectus, we mean those who invest in the securities being offered by this prospectus and the applicable prospectus supplement, whether they are the holders or only indirect owners of those securities. When we refer to “your securities” in this prospectus, we mean the securities in which you will hold a direct or indirect interest.

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RISK FACTORS SPECIFIC TO YOUR SENIOR GUARANTEED SECURITIES

An investment in the senior guaranteed securities involves a number of risks. You should carefully review the following risk factors and the other information contained in this prospectus, in the applicable prospectus supplement to this prospectus, and in the documents incorporated by reference in this prospectus, including the description of investment risks relating to an investment in the securities of The Goldman Sachs Group, Inc. described under “Risk Factors” in Part I, Item IA or our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, before deciding whether this investment is suitable for you.

The Guarantee and the Notes Will Be Effectively Subordinated

to the Obligations of Our Subsidiaries

We are a holding company that conducts substantially all of our operations through subsidiaries. As a result, our ability to make payments on the notes and the guarantee will depend primarily upon the receipt of dividends and other distributions from our subsidiaries. Many of our subsidiaries, including our broker-dealer, bank and insurance subsidiaries, are subject to laws that restrict dividend payments or authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to us. Restrictions or regulatory action of that kind could impede access to funds that we need to make payments on our obligations, including our obligations under the notes and the guarantee. Furthermore, we have guaranteed the payment obligations of Goldman, Sachs & Co., Goldman Sachs Bank USA and Goldman Sachs Bank (Europe) PLC, our regulated Irish bank, subject to certain exceptions, and have pledged significant assets to Goldman Sachs Bank USA to support our obligations to it. These guarantees may require us to provide substantial funds or assets to our subsidiaries or their creditors and counterparties at a time when we are in need of liquidity to fund our own obligations. In addition, our right to participate in any distribution of assets from any subsidiary, upon the subsidiary’s liquidation or otherwise, is subject to the prior claims of creditors of that subsidiary, except to the extent that we are recognized as a creditor of that subsidiary. As a result, the guarantee and the notes will be effectively subordinated to all existing and future liabilities of our subsidiaries. You should look only to the assets of The Goldman Sachs Group, Inc. as the source of payment for the guarantee and the notes.

Each Trust Will Redeem Its Senior Guaranteed Securities If and to the Extent

We Redeem the Notes Held by Such Trust

If we redeem the notes held by a Trust, that Trust will be required to redeem a like amount of its senior guaranteed securities. For further information on redemption, including the circumstances under which we may redeem the notes, see the applicable prospectus supplement to this prospectus.

Investors Will Not Control the Administration of the Trusts

and Will Have Limited Voting Rights

We are the sponsor of the Trusts. As sponsor, we have the right to control nearly all aspects of the administration, operation or management of each Trust, including selection and removal of the administrative trustees. The senior guaranteed securities, on the other hand, will generally have no voting rights. You will be able to vote only on matters relating to the modification of the terms of the senior guaranteed securities or the junior subordinated notes, the acceleration of payments and other matters described in the applicable prospectus supplement.

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Listing of the Senior Guaranteed Securities, If Any, Does Not Guarantee Their

Liquidity or Full Value

We intend to list the senior guaranteed securities on the NYSE, but are not required to do so. If listed, trading in the senior guaranteed securities on the NYSE is expected to commence within 30 days after the initial delivery of the senior guaranteed securities. Although we expect the underwriters to make a market in the senior guaranteed securities prior to commencement of trading on the NYSE, they are not obligated to do so. They may also discontinue these market-making activities at any time without notice. We cannot assure the liquidity of the trading market for the senior guaranteed securities.

Changes in Banks’ Inter-Bank Lending Rate Reporting Practices or the Method Pursuant to Which the Libor Rates Are Determined May Adversely Affect the Value of Floating-Rate Senior Guaranteed Securities

Beginning in 2008, concerns have been raised that some of the member banks surveyed by the British Bankers’ Association (the “BBA”) in connection with the calculation of daily LIBOR rates may have been under-reporting the inter-bank lending rate applicable to them in order to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may result from reporting higher inter-bank lending rates. Inquiries remain ongoing, including investigations by regulators and governmental authorities in various jurisdictions, and if such under-reporting occurred, it may have resulted in the LIBOR rate being artificially low. If any such under-reporting still exists and some or all of the member banks discontinue such practice, there may be a resulting sudden or prolonged upward movement in LIBOR rates. In addition, in August 2008 the BBA announced that it was changing the LIBOR rate-fixing process by increasing the number of banks surveyed to set the LIBOR rate. The BBA has taken steps intended to strengthen the oversight of the process and review biannually the composition of the panels of banks surveyed to set the LIBOR rate. Any changes in the method pursuant to which the LIBOR rates are determined, or the development of a widespread market view that LIBOR rates have been or are being manipulated by members of the bank panel, may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If that were to occur, the level of interest payments and the value of floating-rate senior guaranteed securities may be adversely affected.

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USE OF PROCEEDS

Each Trust will use the proceeds from any offering of its senior guaranteed securities to purchase notes issued by us and held by either Goldman Sachs Capital II or Goldman Sachs Capital III, each of which is a Delaware statutory trust sponsored by us. Goldman Sachs Capital II and Goldman Sachs Capital III will use the proceeds of the sale of such notes to make distributions to the holders of their 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities and Floating Rate Normal Automatic Preferred Enhanced Capital Securities, respectively, and to purchase non-cumulative perpetual preferred stock issued by us. We expect to use the net proceeds from the sale of the non-cumulative perpetual preferred stock to Goldman Sachs Capital II and Goldman Sachs Capital III to provide additional funds for our operations and for other general corporate purposes.

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THE TRUSTS

Each Trust is a statutory trust created under Delaware law pursuant to:

• a declaration of trust executed as of February 10, 2012, by us, as sponsor of the Trust, the Delaware trustee and the administrative trustees of the Trust; and

• a certificate of trust filed with the Delaware Secretary of State.

Before a Trust issues its senior guaranteed trust securities, which we call “senior guaranteed securities,” its declaration of trust will be amended and restated in its entirety, substantially in the form filed with our SEC registration statement. The amended and restated trust declarations will be qualified as indentures under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Each Trust may offer to the public, from time to time, senior guaranteed securities representing beneficial interests in its assets.

Each Trust exists for the exclusive purposes of:

• issuing and selling its senior guaranteed securities;

• using the proceeds from the sale of these senior guaranteed securities to acquire a series of notes issued by The Goldman Sachs Group, Inc. from either Goldman Sachs Capital II or Goldman Sachs Capital III; and

• engaging only in those other activities necessary or incidental to these purposes (for example, registering the transfer of the senior guaranteed securities).

When any Trust sells its senior guaranteed securities, it will use the money it receives to buy a series of notes. The payment terms of the applicable series of notes will be the same as the payment terms of the corresponding senior guaranteed securities except that the Trusts will not have the right to defer distributions on the senior guaranteed securities. Each Trust will use the payments it receives on the notes it holds to make any cash payments due to holders of its senior guaranteed securities. Pursuant to the guarantee, The Goldman Sachs Group, Inc. will fully and unconditionally guarantee the cash payments due to holders of the senior guaranteed securities on a senior basis.

We will reimburse each Trust for the full amount of any costs, expenses or liabilities imposed on it by the United States or any other taxing authority as well as any costs, expenses or liabilities it is required by law to incur in connection with its dissolution.

Under certain circumstances, we may redeem the notes held by a Trust. If this happens, the Trust will redeem a like amount of the senior guaranteed securities that it sold to the public.

Pursuant to the amended and restated trust declaration:

• each Trust will have a term one year longer than the stated maturity of the junior subordinated notes it holds, but may terminate earlier as provided in its amended and restated trust declaration;

• each Trust’s business and affairs will be conducted by its trustees;

• the trustees will be appointed by us, as sponsor of each Trust;

• the trustees for each Trust will be The Bank of New York Mellon, as “property trustee,” and BNY Mellon Trust of Delaware, as “Delaware trustee,” and three individual administrative trustees who are employees or officers of The Goldman Sachs Group, Inc. or its affiliates.

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These trustees are also referred to as the “issuer trustees.” The Bank of New York Mellon, as property trustee, will act as sole indenture trustee under each amended and restated trust declaration for purposes of compliance with the Trust Indenture Act. The Bank of New York Mellon will also act as a trustee under each guarantee and acts as trustee under the indenture governing the corresponding notes;

• if an event of default under the amended and restated trust declaration for a Trust resulting from an event of default under the indenture with respect to the notes held by that Trust is continuing, the holders of a majority in liquidation amount of the senior guaranteed securities of that Trust will be entitled to appoint, remove or replace the property trustee and/or the Delaware trustee for that Trust;

• under all circumstances, only the sponsor of a Trust has the right to vote to appoint, remove or replace the administrative trustees of such Trust;

• the duties and obligations of each issuer trustee of a Trust are governed by its amended and restated trust declaration; and

• we will pay all fees and expenses related to each Trust and any offering of its senior guaranteed securities and will pay, directly or indirectly, all ongoing costs, expenses and liabilities of each Trust.

The principal executive office of each Trust is 200 West Street, New York, NY 10282, and their telephone number is (212) 902-1000.

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DESCRIPTION OF THE SENIOR GUARANTEED SECURITIES

In this section, references to “holders” mean those who own senior guaranteed securities of a Trust registered in their own names, on the books that such Trust or its property trustee maintains for this purpose, and not those who own beneficial interests in senior guaranteed securities registered in street name or in senior guaranteed securities issued in book-entry form through one or more depositaries. Owners of beneficial interest in senior guaranteed securities should read the section entitled “Legal Ownership and Book-Entry Issuance.”

The following description sets forth general terms of the senior guaranteed securities. The prospectus supplement will describe the particular terms of the senior guaranteed securities being offered and the extent to which these general provisions may apply to those securities.

The senior guaranteed securities of each Trust will be issued pursuant to its amended and restated trust declaration. Each amended and restated trust declaration will be qualified as an indenture under the Trust Indenture Act. The terms of the senior guaranteed securities of each Trust will include those in its amended and restated trust declaration and those made part of its amended and restated trust declaration by the Trust Indenture Act. The following summary of the material terms and provisions of the senior guaranteed securities is not intended to be complete. You should read the following description together with the amended and restated trust declaration to help you understand the terms of the senior guaranteed securities. A form of amended and restated trust declaration has been filed as an exhibit to the registration statement of which this prospectus forms a part.

General

The amended and restated trust declaration of each Trust will authorize its administrative trustees to issue its senior guaranteed securities. Each Trust’s only assets will be the series of notes it purchases from Goldman Sachs Capital II or Goldman Sachs Capital III. The senior guaranteed securities of each Trust represent undivided beneficial interests in its assets. Legal title to the series of notes purchased by each Trust will be held and administered by its property trustee in trust for the benefit of the holders of the senior guaranteed securities of the Trust. The amended and restated trust declarations do not permit the Trusts to issue any securities other than their senior guaranteed securities or to incur any debt.

The trustees for each Trust will be The Bank of New York Mellon, as “property trustee,” and BNY Mellon Trust of Delaware, as “Delaware trustee,” and three individual administrative trustees who are employees or officers of The Goldman Sachs Group, Inc.

Each guarantee agreement executed by us for the benefit of the holders of the senior guaranteed securities of a Trust will be a full and irrevocable guarantee of the Trust’s obligations under its senior guaranteed securities, including payment of distributions or amounts payable on redemption or liquidation of its senior guaranteed securities, for the benefit of the Trust and the holders from time to time of its senior guaranteed securities. See “Description of the Guarantees” below.

Distributions

Distributions on the senior guaranteed securities of each Trust will be payable to holders named on its securities register at the close of business on the relevant record date. As long as the senior guaranteed securities of a Trust are represented by a global security (i.e., in book-entry form), the record date for the payment of distributions will be one business day before the relevant distribution date. Subject to any applicable laws and regulations and the provisions of the Trust’s amended and

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restated trust declaration, each such payment will be made as described under the heading “Legal Ownership and Book-Entry Issuance.” If the senior guaranteed securities of a Trust are ever issued in certificated (i.e., non-book entry) form, the record dates for such senior guaranteed securities will be the fifteenth calendar day prior to the relevant distribution date (whether or not a business day).

As long as the senior guaranteed securities of a Trust are represented by a global security, DTC, the depositary for such senior guaranteed securities (or its nominee), will be the sole holder of the senior guaranteed securities and all payments on the senior guaranteed securities will be made in immediately available funds to DTC in accordance with its applicable policies as described under “Legal Ownership and Book-Entry Issuance” below. Once a payment is made to DTC, neither we, the applicable Trust nor any trustee will have any further responsibility for the payment or whether or how it is passed on to investors in the senior guaranteed securities, and you will have to look solely to DTC and its direct and indirect participants through which you hold your interest in senior guaranteed securities for receipt of payment. If the senior guaranteed securities of a Trust are ever issued in certificated form, payment of distributions on such senior guaranteed securities will be made by check mailed on or before the due date to the holders of senior guaranteed securities on the relevant record date.

Redemption

The senior guaranteed securities of a Trust must be redeemed upon the maturity of the series of notes held by the Trust or the earlier redemption of such notes. Any redemption of senior guaranteed securities must occur as described in this section.

If we repay or redeem the series of notes held by a Trust at any time, the Trust will be obligated to redeem a like amount of its senior guaranteed securities. For these purposes, “like amount” means senior guaranteed securities having a liquidation amount equal to the principal amount of notes to be contemporaneously redeemed, the proceeds of which will be used to pay the redemption price of the corresponding senior guaranteed securities. “Liquidation amount” means the stated amount per senior guaranteed security of $1,000.

The redemption of the senior guaranteed securities of a Trust will occur on the redemption date, which means the date on which payment of the principal of notes held by the Trust becomes due. If the property trustee of a Trust gives a notice of redemption in respect of any of its senior guaranteed securities, then, while such senior guaranteed securities are in book-entry form, by 12:00 noon, New York City time, on the redemption date, the property trustee will deposit irrevocably with the depositary funds sufficient to pay the applicable redemption price and will give the depositary irrevocable instructions and authority to pay the redemption price to the holders of the Trust’s senior guaranteed securities. See “Legal Ownership and Book-Entry Issuance.” If the senior guaranteed securities of a Trust are no longer in book-entry form, its property trustee will irrevocably deposit with the paying agent for the senior guaranteed securities funds sufficient to pay the applicable redemption price and will give the paying agent irrevocable instructions and authority to pay the redemption price to the holders upon surrender of their certificates evidencing the Trust’s senior guaranteed securities. Notwithstanding the above, distributions payable on or prior to the redemption date for any senior guaranteed securities called for redemption will be payable to the holders of the senior guaranteed securities on the relevant record dates for the related distribution dates. If notice of redemption has been given and funds deposited as required, then upon the date of the deposit, all rights of the holders of the Trust’s senior guaranteed securities so called for redemption will cease, except the right of the holders of the Trust’s senior guaranteed securities to receive the redemption price and any distribution payable in respect of the Trust’s senior guaranteed securities on or prior to the redemption date, but without interest on the redemption price, and the senior guaranteed securities will cease to be outstanding. In the event that any date fixed for redemption of senior guaranteed securities is not a business day, then payment of the redemption price will be made on the next business day (and

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without any interest or other payment in connection with this delay) except that, if the next business day falls in the next calendar year, payment of the redemption price will be made on the immediately preceding business day, in either case with the same force and effect as if made on the original date. In the event that payment of the redemption price in respect of senior guaranteed securities called for redemption is improperly withheld or refused and not paid either by the applicable Trust or by us pursuant to the guarantee as described below under “Description of the Guarantees,” distributions on the senior guaranteed securities will continue to accumulate at the then-applicable rate from the redemption date originally established by the Trust to the date the redemption price is actually paid, in which case the date the redemption price is actually paid will be the date fixed for redemption for purposes of calculating the redemption price.

If less than all of the senior guaranteed securities issued by any Trust are to be redeemed on a redemption date, then the aggregate liquidation amount of its senior guaranteed securities to be redeemed will be allocated pro rata to the senior guaranteed securities. The particular senior guaranteed securities to be redeemed will be selected on a pro rata basis not more than 60 days prior to the applicable redemption date by the property trustee from the outstanding senior guaranteed securities of such Trust not previously called for redemption, by a customary method that the property trustee deems fair and appropriate and which may provide for the selection for redemption of portions (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of the liquidation amount of senior guaranteed securities of a denomination larger than $1,000. The property trustee will promptly notify the securities registrar in writing of the senior guaranteed securities selected for redemption and, in the case of any senior guaranteed securities selected for partial redemption, the liquidation amount to be redeemed. For all purposes of the amended and restated trust declaration, unless the context otherwise requires, all provisions relating to the redemption of senior guaranteed securities will relate, in the case of any senior guaranteed securities redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of senior guaranteed securities which has been or is to be redeemed.

If a Trust is to redeem any of its senior guaranteed securities, its property trustee will give to the holders written notice, not less than 30 nor more than 60 days before the applicable redemption date, of, among other things: the redemption date; the redemption price (or, if the redemption price cannot be calculated prior to the time the notice is required to be sent, an estimate of the redemption price, in which case the actual redemption price will be calculated on the third business day prior to the redemption date); if less than all the Trust’s outstanding senior guaranteed securities are to be redeemed, the identification and the total liquidation amount of the particular senior guaranteed securities to be redeemed.

In compliance with applicable law, including the U.S. federal securities laws, we or our affiliates may, at any time, repurchase outstanding senior guaranteed securities by tender, in the open market, by private agreement or otherwise.

Events of Defaults; Rights and Remedies

When we refer to a “trust event of default,” we mean an event of default under the amended and restated trust declaration of any Trust with respect to its senior guaranteed securities. A trust event of default is any of the following:

• any indenture event of default, as defined below, with respect to the series of Notes held by such Trust;

• default for 30 days by such Trust in the payment of any distribution on the senior guaranteed securities;

• default by such Trust in the payment of the redemption price of its senior guaranteed securities when it becomes due and payable;

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• failure, in any material respect, by the issuer trustees of such Trust to perform any other covenant or warranty in the amended and restated trust declaration for 60 days after the holders of at least 25% in aggregate liquidation amount of the outstanding senior guaranteed securities of such Trust give written notice of the default to us and the issuer trustees; or

• bankruptcy, insolvency or reorganization of the property trustee of such Trust and the failure by us to appoint a successor property trustee within 90 days.

When we refer to an “indenture event of default,” we mean an event of default under the indenture with respect to the series of notes held by a Trust. An indenture event of default is any of the following:

• we do not pay the interest on any note in full for a period of 30 days after the conclusion of any extension period, as such term is defined below under “Description of the Junior Subordinated Notes — Interest Rate and Maturity — Option to Defer Interest Payments”;

• the termination of the applicable Trust without redeeming its senior guaranteed securities; or

• we file for bankruptcy or other events of bankruptcy, insolvency or reorganization relating to us occur.

Within 30 days after the occurrence of any trust event of default actually known to the property trustee of a Trust, such property trustee will transmit notice of the event of default to the holders of the Trust’s senior guaranteed securities, the administrative trustees of such Trust and us, unless the event of default has been cured or waived.

We, as sponsor of each Trust, and the administrative trustees of each Trust are each required to file annually with the property trustee a certificate as to whether or not such party is in compliance with all the conditions and covenants applicable to it under the amended and restated trust declaration.

Remedies for Trust Events of Default

If a trust event of default has occurred and is continuing with respect to a Trust, the property trustee of such Trust will be obligated to enforce that Trust’s amended and restated trust declaration for the benefit of the holders of its senior guaranteed securities, subject to the terms and conditions of that agreement. The property trustee is under no obligation to exercise any of the powers vested in it by the amended and restated trust declaration at the request of any holder of senior guaranteed securities unless it is offered a reasonable indemnity by such holder against the costs, expenses and liabilities that might be incurred as a result.

Remedies for Indenture Events of Default

If an indenture event of default has occurred and is continuing, and if that indenture event of default is attributable to our failure to pay the principal of or any interest on the series of notes held by a Trust on the applicable due date (and after a 30-day grace period in the case of overdue interest), then a holder of senior guaranteed securities of such Trust may institute a legal proceeding against us directly to enforce the payment to the extent of the holder’s senior guaranteed securities; provided, however, that:

• such holder of senior guaranteed securities has previously given written notice to the relevant note trustee of a continuing indenture event of default;

• the holders of at least 25% in aggregate liquidation amount of the outstanding senior guaranteed securities of such Trust have made written request to the relevant note trustee to institute proceedings in respect of such indenture event of default;

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• such holder or holders of senior guaranteed securities of such Trust have offered to the relevant note trustee a reasonable indemnity against the costs, expenses and liabilities that might be incurred in compliance with such request;

• the relevant note trustee has failed to institute any such proceeding within 60 days after its receipt of such notice, request and indemnity; and

• no direction inconsistent with such written request has been given to the relevant note trustee during such 60-day period by the holders of a majority in principal amount of the outstanding senior guaranteed securities of such Trust.

This means that the holder may directly sue for enforcement of payment to such holder of the principal of or premium or interest on the notes having a principal amount equal to the aggregate liquidation amount of the holder’s senior guaranteed securities of the relevant Trust on or after the applicable due date specified in the notes (and after a 30-day grace period in the case of overdue interest) held by that Trust. The holder need not first (1) direct the relevant property trustee to enforce the terms of the notes or (2) sue to enforce the relevant property trustee’s rights under the notes.

In connection with a direct action, we will be subrogated to the rights of the holder of senior guaranteed securities of a Trust under its amended and restated trust declaration to the extent of any payment made by us to that holder in the direct action. This means that we will be entitled to payment of amounts that a holder of senior guaranteed securities receives in respect of an unpaid distribution that resulted in the bringing of a direct action to the extent that the holder receives or has already received full payment relating to the unpaid distribution from us under our guarantee of that Trust’s senior guaranteed securities.

Upon the occurrence of an indenture event of default (other than certain bankruptcy-related events) with respect to the series of notes held by a Trust, the relevant property trustee, on behalf of the Trust as the holder of the notes, will have the right under the indenture to declare the principal of and interest on that series of notes to be immediately due and payable. If the property trustee does not exercise this right, then the holders of at least 25% in aggregate liquidation amount of the outstanding senior guaranteed securities of that Trust may, by giving notice in writing to us and the relevant note trustee, on behalf of the holders of all senior guaranteed securities of that Trust, exercise this right. The holders of a majority in liquidation amount of all outstanding senior guaranteed securities of that Trust may also, on behalf of all such holders, rescind any such declaration by holders of senior guaranteed securities and may waive certain prior debenture events of default, as and to the extent described in “Description of the Junior Subordinated Notes — Default, Remedies and Waiver of Default — Enforcement of Certain Rights by Holders of Senior Guaranteed Securities” below. Except for the right to bring a direct action, to declare amounts immediately due and payable, to rescind such a declaration and to waive certain past indenture events of default as described above, the holders of senior guaranteed securities will have no right to exercise any remedy or take any other action under the indenture, and only the relevant property trustee or note trustee will be entitled to do so as provided in the indenture.

Liquidation Distribution Upon Dissolution

Pursuant to its amended and restated trust declaration, each Trust will dissolve upon the earliest of:

• the expiration of its term;

• redemption of all of its senior guaranteed securities as described under “— Redemption” above; or

• the entry of an order for the dissolution of such Trust by a court of competent jurisdiction.

We refer to any of these events as a “dissolution event.”

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Upon the occurrence of a dissolution event of any Trust other than in connection with the redemption of all of its senior guaranteed securities, the holders of its senior guaranteed securities will be entitled to receive out of that Trust’s assets, after satisfaction of liabilities to creditors, if any, distributions in an amount equal to the aggregate of the liquidation amount of $1,000 per senior guaranteed security plus accumulated and unpaid distributions thereon to the payment date. If this distribution can be paid only in part because that Trust has insufficient assets available to pay in full the aggregate distribution, then the amounts payable directly by that Trust on its senior guaranteed securities will be paid on a pro rata basis. However, as described below under “Description of the Guarantees,” The Goldman Sachs Group, Inc. will guarantee payment of the full amount of the liquidating distribution on a senior basis regardless of whether that Trust has sufficient assets available to pay in full.

Voting Rights; Amendment of the Amended and Restated Trust Declarations

Except as provided below and as otherwise required by law and the amended and restated trust declarations, the holders of the senior guaranteed securities will have no voting rights or the right to in any manner control the administration, operation or management of the Trusts.

The amended and restated trust declaration of a Trust may be amended from time to time by us, as sponsor, and the administrative trustees of that Trust, without the consent of the holders of its senior guaranteed securities, its property trustee or its Delaware trustee. Any such amendment, however, may not alter or change, in any material respect, the powers, preferences or special rights of the senior guaranteed securities affected thereby so as to affect them adversely without the consent of holders of at least a majority (based upon liquidation amounts) of the outstanding senior guaranteed securities affected thereby, provided that, without the consent of the holder of each senior guaranteed security affected thereby, the amended and restated trust declaration of a Trust may not be amended to:

• adversely change the amount or timing of any distribution on or redemption of the senior guaranteed securities of such Trust or otherwise adversely affect the amount of any distribution required to be made in respect of the senior guaranteed securities of such Trust as of a specified date;

• restrict the right of such holder to institute suit for the enforcement of any such payment on such senior guaranteed security on or after the date when due and payable;

• permit such Trust to redeem any senior guaranteed security if, absent such amendment, the Trust would not be permitted to do so;

• amend the provisions of the amended and restated trust declaration governing the expiration and early termination of such Trust;

• reduce the percentage amount of the outstanding senior guaranteed securities of such Trust required for the relevant property trustee to take the actions described in the following paragraph; or

• modify the amended and restated trust declaration of such Trust so that any amendment addressed in the foregoing bullet points may be made without the consent of the holder of each senior guaranteed security affected thereby.

So long as a Trust holds notes, the relevant property trustee will not:

• direct the time, method and place of conducting any proceeding for any remedy available to the relevant note trustee, or executing any trust or power conferred on the relevant property trustee with respect to such notes;

• waive any past default with respect to such notes that may be waived under the indenture;

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• exercise any right to rescind or annul a declaration that the principal of all such notes will be due and payable; or

• consent to any amendment, modification or termination of the indenture or such notes, where this consent is required,

without, in each case, obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding senior guaranteed securities of such Trust; provided, that where a consent under the indenture would require the consent of each holder of notes affected, no such consent will be given by the relevant property trustee without the prior consent of each holder of the senior guaranteed securities of such Trust. The issuer trustees of a Trust will not revoke any action previously authorized or approved by a vote of the holders of its senior guaranteed securities except by subsequent vote of the holders of its senior guaranteed securities. The relevant property trustee will notify each holder of senior guaranteed securities of a Trust of any notice of default with respect to the notes it holds. In addition to obtaining the foregoing approvals of the holders of a Trust’s senior guaranteed securities, prior to taking any of the foregoing actions, the Trust’s property trustee will obtain an opinion of counsel to the effect that:

• the Trust will not be classified as an association taxable as a corporation for U.S. federal income tax purposes on account of the action; and

• the action would not cause the Trust to be classified as other than a grantor trust for U.S. federal income tax purposes.

Any required approval of holders of a Trust’s senior guaranteed securities may be given at a meeting of holders of its senior guaranteed securities convened for that purpose or pursuant to written consent. Notice of all meetings of holders of a Trust’s senior guaranteed securities, stating the time, place and purpose of the meeting, shall be given by the relevant property trustee to each such holder at such holder’s address as it appears in the securities register as of the record date for such meeting. Such notice shall be sent at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting.

No vote or consent of the holders of a Trust’s senior guaranteed securities will be required for the Trust to redeem and cancel its senior guaranteed securities in accordance with its amended and restated trust declaration.

Notwithstanding that holders of a Trust’s senior guaranteed securities are entitled to vote or consent under any of the circumstances described above, any of its senior guaranteed securities that are owned by us, its issuer trustees or any affiliate of us or its issuer trustees, will, for purposes of that vote or consent, be treated as if they were not outstanding.

Voting and consensual rights available to or in favor of holders or owners of senior guaranteed securities may be exercised only by a United States person that is a beneficial owner of a senior guaranteed security or by a United States person acting as irrevocable agent with discretionary powers for the beneficial owner of a senior guaranteed security that is not a United States person. Holders that are not United States persons must irrevocably appoint a United States person with discretionary powers to act as their agent with respect to such voting and consensual rights. For these purposes, “United States person” means, for U.S. federal income tax purposes, a citizen or resident of the United States, a domestic partnership, a domestic corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, and a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

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Removal of Issuer Trustees

Unless an indenture event of default with respect to the notes held by a Trust has occurred and is continuing, any of that Trust’s issuer trustees may be removed by us as the Trust’s sponsor. If an indenture event of default with respect to the notes held by a Trust has occurred and is continuing, its property trustee and Delaware trustee may be removed by the holders of at least a majority in liquidation amount of the Trust’s outstanding senior guaranteed securities. No resignation or removal of an issuer trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the applicable amended and restated trust declaration.

Co-Trustees and Separate Property Trustee

Unless an event of default under the indenture with respect to the notes held by a Trust has occurred and is continuing, at any time or from time to time, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the trust property of a Trust may at the time be located, the property trustee of each Trust will have power to appoint one or more persons either to act as a co-trustee, jointly with the property trustee, of all or any part of the trust property, or to act as separate trustee of any trust property, in either case with the powers specified in the instrument of appointment, and to vest in the person or persons in this capacity any property, title, right or power deemed necessary or desirable, subject to the provisions of the applicable amended and restated trust declaration.

Merger or Consolidation of Issuer Trustees

Any person into which a Trust’s property trustee or Delaware trustee may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation to which such trustee will be a party, or any person succeeding to all or substantially all the corporate trust business of such trustee, will automatically become the successor of the trustee under the Trust’s amended and restated trust declaration, provided the person is otherwise qualified and eligible.

Mergers, Consolidations or Amalgamations

A Trust may not merge, consolidate or amalgamate with or into or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other person, except as described below or as described above under “— Liquidation Distribution Upon Dissolution.” A Trust may, at our request, with the consent of its administrative trustees, but without the consent of the holders of its senior guaranteed securities, Delaware trustee or property trustee, merge, consolidate or amalgamate with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized under the laws of any state, provided that:

• the successor entity either:

• expressly assumes all of the obligations of the Trust with respect to its senior guaranteed securities; or

• substitutes for the senior guaranteed securities of the Trust other securities having substantially the same terms as the senior guaranteed securities (referred to as the “successor securities”) so long as the successor securities rank the same as the senior guaranteed securities in priority with respect to distributions and payments upon liquidation, redemption and otherwise;

• we expressly appoint a trustee of the successor entity possessing the same powers and duties as the relevant property trustee as holder of the notes held by the Trust;

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• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the senior guaranteed securities of the Trust (including any successor securities) to be downgraded by any nationally recognized statistical rating organization which assigns ratings to the senior guaranteed securities of the Trust;

• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the senior guaranteed securities of the Trust (including any successor securities) in any material respect;

• the successor entity has a purpose substantially identical to that of the Trust;

• prior to the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust has received an opinion from counsel to the Trust to the effect that:

• the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the outstanding senior guaranteed securities of the Trust (including any successor securities) in any material respect; and

• following the merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the successor entity will be required to register as an investment company under the Investment Company Act; and

• we guarantee the obligations of such successor entity under the successor securities at least to the extent provided by the guarantee.

Notwithstanding the foregoing, a Trust will not, except with the consent of holders of 100% in liquidation amount of its outstanding senior guaranteed securities, merge, consolidate or amalgamate with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity, or permit any other entity to consolidate, amalgamate or merge with or into or replace it, if such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as an association taxable as a corporation or as other than a grantor trust for U.S. federal income tax purposes.

There are no provisions that afford holders of the senior guaranteed securities protection in the event of a sudden and dramatic decline in our credit quality resulting from any highly leveraged transaction, takeover, merger, recapitalization or similar restructuring or change in control of The Goldman Sachs Group, Inc., nor are there any provisions that require the repurchase of the senior guaranteed securities upon a change in control of The Goldman Sachs Group, Inc.

The indenture does not restrict The Goldman Sachs Group, Inc.’s ability to participate in a merger or other business combination or any other transaction, except to the limited extent described below under “Description of the Junior Subordinated Notes — Mergers and Similar Transactions.”

Information Concerning the Property Trustee

Other than during the occurrence and continuation of an event of default, the property trustee of each Trust undertakes to perform only such duties as are specifically set forth in the Trust’s amended and restated trust declaration. If an event of default with respect to a Trust has occurred and is continuing, its property trustee will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. The property trustee is under no obligation to exercise any of the powers vested in it by the amended and restated trust declarations at the request of any holder of senior guaranteed securities unless it is offered a reasonable indemnity by such holder against the costs, expenses and liabilities that might be incurred as a result. If no event of default has occurred and is continuing and the property trustee is required to decide between alternative causes of action or construe ambiguous provisions in the amended and restated trust declaration or is unsure of

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the application of any provision in the amended and restated trust declaration, and the matter is not one on which holders of the senior guaranteed securities are entitled under the amended and restated trust declaration to vote, then the property trustee will take such action as is directed by us and if not so directed, will take such action as it deems advisable and in the best interests of the holders of the senior guaranteed securities and will have no liability except for its own bad faith, negligence or willful misconduct. The property trustee of each Trust also serves as the trustee under the guarantee applicable to the Trust and the indenture governing the notes held by each Trust.

Payment and Paying Agency

Payments in respect of senior guaranteed securities will be made in accordance with the applicable policies of DTC as described under “Legal Ownership and Book-Entry Issuance.” If any senior guaranteed securities are not represented by global certificates, payments will be made by check mailed to the holder entitled to them at its address shown on the property trustee’s records as of the close of business on the relevant record date. The paying agent for each Trust will initially be the property trustee of the Trust and any co-paying agent chosen by the property trustee and reasonably acceptable to the administrative trustees of the Trust. The paying agent of a Trust will be permitted to resign as paying agent upon 30 days’ written notice to the administrative trustees and the property trustee of the Trust. In the event that the property trustee of a Trust is no longer the paying agent for the Trust, the administrative trustees of the Trust will appoint a successor (which will be a bank or trust company acceptable to the property trustee and us) to act as paying agent for the Trust.

Registrar and Transfer Agent

The property trustee of each Trust will act as registrar and transfer agent for the Trust’s senior guaranteed securities.

Registration of transfers of senior guaranteed securities will be made without charge by each Trust or its agents, but the transferor must pay any tax or other governmental charges that may be imposed in relation to the transfer, together with any indemnity that the Trust, The Goldman Sachs Group, Inc. or the transfer agent may require.

The Trusts will not be required to register or cause to be registered the transfer of the senior guaranteed securities after such senior guaranteed securities have been called for redemption.

Governing Law

The amended and restated trust declarations and the senior guaranteed securities will be governed by the laws of the State of Delaware.

Miscellaneous

The administrative trustees of each Trust are authorized and directed to conduct the affairs of each Trust and to operate such Trust so that it will not be deemed to be an “investment company” required to be registered under the Investment Company Act, or to be classified as an association taxable as a corporation or as other than a grantor trust for U.S. federal income tax purposes and so that the notes held by the trust will be treated as indebtedness of The Goldman Sachs Group, Inc. for U.S. Federal income tax purposes. In this connection, the administrative trustees of each Trust are authorized to take any action, not inconsistent with applicable law or the Trust’s certificate of trust or amended and restated declaration of trust, that each administrative trustee determines in its discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the holders of the senior guaranteed securities of the Trust.

Holders of senior guaranteed securities have no preemptive or similar rights.

The Trusts may not borrow money or issue debt or mortgage or pledge any of their assets.

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DESCRIPTION OF THE GUARANTEES

The following description summarizes the material provisions of the guarantees. This description is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the guarantees, including the definitions therein, and the Trust Indenture Act. The form of guarantee has been filed as an exhibit to our registration statement. Whenever particular defined terms of the guarantee are referred to in this prospectus, those defined terms are incorporated in this prospectus by reference.

A guarantee will be executed and delivered by us at the same time each Trust issues its senior guaranteed securities. Each guarantee is for the benefit of the holders from time to time of the senior guaranteed securities of the relevant Trust. The Bank of New York Mellon will act as indenture trustee (referred to below as the “guarantee trustee”) under each guarantee for the purposes of compliance with the Trust Indenture Act, and each guarantee will be qualified as an indenture under the Trust Indenture Act. The guarantee trustee will hold each guarantee for the benefit of the holders of the senior guaranteed securities of the relevant Trust.

We will irrevocably and unconditionally agree to pay the guarantee payments (as defined below) in full on a senior basis to the holders of the senior guaranteed securities of each Trust, as and when due. The following payments or distributions with respect to the senior guaranteed securities of each Trust, to the extent not paid by or on behalf of a Trust (referred to as the “guarantee payments”), will be subject to the guarantee:

• any accumulated and unpaid distributions required to be paid on the Trust’s senior guaranteed securities;

• the redemption price required to be paid on the Trust’s senior guaranteed securities; and

• upon the Trust’s termination, winding-up or liquidation, the liquidation distribution for its senior guaranteed securities.

Our obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by us to the holders of the Trust’s senior guaranteed securities or by causing the Trust to pay these amounts to the holders. We may also satisfy such obligation by irrevocably depositing money in the required amount with the guarantee trustee, in its capacity as paying agent under the applicable amended and restated trust declaration, in trust for distribution to the holders of the Trust’s senior guaranteed securities.

Each guarantee will be an irrevocable and unconditional guarantee of the relevant Trust’s obligations under its senior guaranteed securities, but will create a guarantee only of payment and not of collection. See “— Status of the Guarantees” below.

Pursuant to each guarantee, we will waive, to the extent permitted by law, any suretyship defenses and any defenses based on lack of authority or the validity or enforceability of the senior guaranteed securities or the applicable guarantee agreement. In addition, with respect to any amount that remains due and owing under any of the senior guaranteed securities, we will waive, to the extent permitted by law, any setoff, counterclaim, recoupment or defense which may be available to the Trust that issued those senior guaranteed securities. We will not, though, waive any claim or defense we may have with regard to whether and the extent to which an amount was due and owing under those senior guaranteed securities.

Under each guarantee agreement, we will be subrogated to all rights, if any, of the holders of senior guaranteed securities against the relevant Trust in respect of any amounts we pay to those

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holders pursuant to the guarantee, provided that we will not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which we may acquire by way of subrogation if amounts are due and unpaid under the applicable guarantee agreement.

Each guarantee constitutes an unsecured obligation of ours ranking pari passu with our unsecured and unsubordinated obligations. See “— Status of the Guarantees” below. As a holding company, our right to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise is subject to the prior claims of its creditors, except to the extent we may ourselves be recognized as a creditor of that subsidiary. Accordingly, our obligations under each guarantee will be effectively subordinated to all existing and future liabilities of our subsidiaries, and claimants should look only to our assets for payments. The guarantees do not limit our incurrence or issuance of other secured or unsecured debt, including debt ranking pari passu with the guarantees, whether under any existing debt indenture or any other indenture that we may enter into in the future or otherwise.

Status of the Guarantees

Each guarantee constitutes an unsecured obligation of The Goldman Sachs Group, Inc. ranking pari passu with its unsubordinated and unsecured obligations.

Each guarantee will constitute a guarantee of payment and not of collection (i.e., the guaranteed party may institute a legal proceeding directly against us to enforce its rights under the guarantee without first instituting a legal proceeding against any other person or entity). Each guarantee will be held for the benefit of the holders of the senior guaranteed securities of the relevant Trust. A guarantee will not be discharged except by payment of the guarantee payments in full to the extent not paid by the relevant Trust. The guarantees do not place a limitation on the amount of additional senior debt that we may incur. We expect from time to time to incur additional indebtedness constituting senior debt.

Amendments and Assignment

Except with respect to any changes that do not materially adversely affect the material rights of holders of a Trust’s senior guaranteed securities (in which case no vote of the holders will be required), each guarantee may not be amended without the prior approval of the holders of a majority of the outstanding senior guaranteed securities of the Trust. The manner of obtaining any such approval will be as described above under “Description of the Senior Guaranteed Securities — Voting Rights; Amendment of the Amended and Restated Trust Declarations.” All guarantees and agreements contained in each guarantee will bind our successors, assigns, receivers, trustees and representatives and will inure to the benefit of the holders of the senior guaranteed securities of the relevant Trust then outstanding. We may not assign our obligations under the guarantees except in connection with a consolidation, merger or amalgamation, or sale of all or substantially all our assets, involving us that is permitted under the terms of the indenture. Upon any permitted assignment of our obligations under a guarantee, we will be relieved of and fully discharged from all obligations under that guarantee, whether the obligations arose before or after the assignment.

Events of Default

An event of default under a guarantee will occur upon our failure to perform any of our payment obligations under the guarantee or to perform any non-payment obligations if this non-payment default remains uncured for 30 days after receipt of notice of such non-payment default. The holders of a majority of the senior guaranteed securities of the relevant Trust then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of a guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under a guarantee.

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We, as guarantor, are required to file annually with the guarantee trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to us under each guarantee.

Information Concerning the Guarantee Trustee

The guarantee trustee, other than during the occurrence and continuance of a default by us in performance of the relevant guarantee, undertakes to perform only those duties specifically set forth in such guarantee and, after default with respect to such guarantee, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of the powers vested in it by the guarantees at the request of any holder of any senior guaranteed securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred as a result.

Termination of the Guarantees

A guarantee will terminate and be of no further force and effect upon full payment of the redemption price of all senior guaranteed securities of the relevant Trust or full payment of the amounts payable in accordance with the Trust’s amended and restated trust declaration upon its liquidation.

A guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the senior guaranteed securities of the relevant Trust must restore payment of any sums paid under its senior guaranteed securities or the guarantee in connection with a bankruptcy, insolvency, or similar proceeding involving that Trust.

Governing Law

The guarantees will be governed by and construed in accordance with the laws of the State of New York.

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DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

Please note that in this section, references to “holders” mean those who own the notes registered in their own names, on the books that we or the trustee under the indenture (as defined below) maintain for this purpose.

The following is a description of the material terms of the notes and the indenture under which they have been issued. Forms of the indenture (including the related supplemental indenture referenced below) have been filed as exhibits to the registration statement of which this prospectus forms a part. The following description sets forth general terms of the notes. The prospectus supplement will describe the particular terms of the notes being purchased by a Trust and the extent to which these general provisions may apply to those notes.

The terms of the notes will include those made part of the indenture by the Trust Indenture Act. Whenever particular defined terms of the indenture (as supplemented or amended) are referred to in this prospectus, those defined terms are incorporated in this prospectus by reference.

General

The Remarketed Junior Subordinated Notes, which we refer to in this prospectus as the “notes,” have been issued as unsecured debt under the Subordinated Debt Indenture, dated as of February 20, 2004, as amended and supplemented, between us and The Bank of New York Mellon, as trustee. Immediately prior to the purchase of a series of notes by a Trust, the indenture will be further modified with respect to such series of notes pursuant to a supplemental indenture, to be entered into between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee. We refer to this indenture (as supplemented and amended, including by such supplemental indenture and as it may be further modified from time to time) as the “indenture” and The Bank of New York Mellon, as trustee under the indenture, as the “note trustee.”

The note trustee has two main roles:

• First, the note trustee can enforce the rights of holders of notes against us if we default. There are some limitations on the extent to which the note trustee acts on behalf of holders of the notes, which we describe below under “— Default, Remedies and Waiver of Default.”

• Second, the note trustee performs administrative duties for us, such as sending interest payments and notices with respect to the notes.

See “— Our Relationship with the Note Trustee” below for more information about the note trustee.

The aggregate principal amount of the notes held by a Trust will equal the sum of the aggregate stated liquidation amount of its senior guaranteed securities. The entire principal amount of the notes held by a Trust will mature and become due and payable, together with any accrued and unpaid interest thereon, and additional interest (as defined below), if any, on the date specified in the applicable prospectus supplement.

The notes will be issued only in certificated form and the notes held by each Trust will be registered only in the name of the Trust (or the property trustee on its behalf), which will be the sole registered owner and holder of those notes for all purposes of the indenture.

The indenture does not contain provisions that would afford holders of the notes protection in the event of a sudden and dramatic decline in our credit quality resulting from any highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving us that may adversely

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affect such holders, and the indenture does not restrict The Goldman Sachs Group, Inc.’s ability to participate in a merger or other business combination or any other transaction, except to the limited extent described under “ — Mergers and Similar Transactions” below.

The indenture does not include restrictions on liens that apply to our senior debt. For example, the indenture does not restrict our ability to put liens on our interests in our subsidiaries, nor does the indenture restrict our ability to sell or otherwise dispose of our interests in any of our subsidiaries, including Goldman, Sachs & Co. We may issue many distinct subordinated debt securities or series of subordinated debt securities under the indenture. The provisions of the indenture allow us not only to issue subordinated debt securities with terms different from those of the notes or other subordinated debt securities previously issued under the indenture, but also to “reopen” previously issued subordinated debt securities, including the notes, and issue additional subordinated debt securities as the same series, with the same CUSIP number, stated maturity, interest payment dates, if any, and other terms, except for the date of issuance and issue price.

The indenture does not limit the aggregate amount of subordinated debt securities that we may issue or the number of series or the aggregate amount of any particular series of subordinated debt securities. We may issue subordinated debt securities and other securities at any time without your consent and without notifying you.

The indenture and the notes do not limit our ability to incur other indebtedness or to issue other securities. Also, we are not subject to financial or similar restrictions by the terms of the indenture or the notes.

Interest Rate and Maturity

The interest rate, interest payment dates and maturity of each series of notes will be specified in the applicable prospectus supplement.

The record date for each interest payment on the notes will be the calendar day immediately preceding the date of such interest payment. Interest payments that are being deferred past their scheduled payment date as described below will themselves accrue additional interest (to the extent legally permitted) at the rate of interest applicable to the notes and will be compounded at the end of each interest period. Interest payments that are deferred past their scheduled payment date will have a different record date than interest paid on the day such interest was scheduled to be paid. See “— Option to Defer Interest Payments” below. When we refer to any payment of interest, interest includes such additional interest. Each date on which interest is due and payable (but for any deferral) is called an “interest payment date.”

The interest payment provisions for the series of notes held by each Trust, other than the provisions permitting us to defer interest on the notes, correspond to the distribution provisions for the senior guaranteed securities of such Trust. The notes do not have a sinking fund. This means that we are not required to make any principal payments prior to maturity of the notes.

The notes are not subject to full defeasance or covenant defeasance.

Option To Defer Interest Payments

We will have the right under the indenture to defer the payment of interest on the notes as described below. However, as described above under “Description of the Guarantees,” we will fully and unconditionally guarantee, on a senior basis, the payment of distributions on and the redemption price of the senior guaranteed securities when due. Accordingly, if a Trust was unable to make a scheduled

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distribution to the holders of its senior guaranteed securities because we deferred payment of interest on the notes held by the Trust, The Goldman Sachs Group, Inc.’s senior guarantee would obligate it to make the distribution to the holders. If at the time of any payment under a guarantee of the senior guaranteed securities of a Trust we have paid all amounts that are due and unpaid thereunder, we will be subrogated to the rights of the holders of the Trust’s senior guaranteed securities and may set off our subrogation claim against our obligation to pay the interest that was deferred.

We will have the right to defer the payment of interest on the notes, at any time or from time to time, for up to seven years, but not beyond the maturity of the notes. We refer to the period during which we may defer the payment of interest as an “extension period.” An extension period may not extend beyond the maturity of the notes, and may not end on a date other than an interest payment date. At the end of an extension period, we must pay all interest then accrued and unpaid on the notes (other than any interest that we are no longer obligated to pay as a result of the set off of our subrogation rights as described in the immediately preceding paragraph), together with any interest on the accrued and unpaid interest, to the extent permitted by applicable law. Prior to the termination of any applicable extension period, we may further defer the payment of interest, but not beyond the specified number of interest payment periods or the stated maturity of the notes. Except as set forth above, there are no limitations on the number of times that we may elect to begin an extension period, so long as we are not in default under the indenture.

Upon the termination of any extension period, or any extension of the related extension period, and the payment of all amounts then due, we may begin a new extension period, subject to the limitations described above. No interest shall be due and payable during an extension period except at the end thereof. We must give the note trustee, the property trustee and the paying agent notice of our election to begin or extend an extension period at least 10 business days prior to the date interest on the relevant notes would have been payable except for the election to begin or extend such extension period. The note trustee or its designee will give notice of our election to begin or extend an extension period to the holders of the relevant notes, the administrative trustees and the holders of the senior guaranteed securities of the Trust that holds such notes.

Notwithstanding the foregoing, if (i) an indenture event of default has occurred and is continuing, (ii) we have given notice of our election to defer interest payments on any of the notes but the related extension period has not yet commenced, (iii) we have not paid in full interest scheduled to have been paid on the most recent interest payment date, or (iv) any amount of deferred interest remains unpaid, then we shall not:

• declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock;

• permit any of our subsidiaries over which we have voting control to purchase or acquire or make any other payment or distribution on or with respect to any shares of our capital stock;

• make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of our debt securities that rank on a parity in all respects with or junior in interest in all respects to the notes;

• permit any of our subsidiaries over which we have voting control to purchase or acquire or make any other payment on or with respect to any of our debt securities that rank on a parity in all respects with or junior in interest in all respects to the notes, which are referred to as “parity securities”; or

• make any guarantee payments with respect to any guarantee by us that ranks junior in interest to the notes;

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in each case, other than:

• repurchases, redemptions or other acquisitions of shares of our capital stock in connection with (i) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (ii) the satisfaction of our obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the applicable extension period, (iii) a dividend reinvestment or stockholder stock purchase plan, or (iv) the issuance of our capital stock (or securities convertible into or exercisable for our capital stock) as consideration in an acquisition transaction entered into prior to the applicable extension period;

• as a result of any exchange or conversion of any class or series of our capital stock (or any capital stock of a subsidiary of ours) for any class or series of our capital stock or of any class or series of our indebtedness for any class or series of our capital stock;

• the purchase of fractional interests in shares of our capital stock in accordance with the conversion or exchange provisions of such capital stock or the security being converted or exchanged;

• any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights in accordance with any stockholders’ rights plan;

• any payment of current or deferred interest on parity securities that is made pro rata to the amounts due on such parity securities (including the notes), and any payments of principal of or deferred interest on parity securities that, if not made, would cause us to breach the terms of the instrument governing such parity securities;

• any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks on a parity with or junior to such stock; or

• any purchase or other acquisition of shares of our capital stock or debt securities (and any related guarantees) or payment with respect to shares of our capital stock or debt securities (and any related guarantees) if made in connection with (a) the initial distribution of shares of our capital stock or debt securities (and any related guarantees) or (b) market-making or other secondary market activities).

Modification of the Indenture

As long as notes are held by or on behalf of a Trust, no modification or amendment of any provision in the indenture may be made that adversely affects the holders of its senior guaranteed securities in any material respect, and no termination of the indenture may occur, and no waiver of any indenture event of default or compliance with any covenant under the indenture will be effective without the prior consent of a majority in liquidation amount of that Trust’s senior guaranteed securities. If the consent of the holder of each outstanding note of that series is required for such modification or waiver, no such modification or waiver shall be effective without the prior consent of each holder of senior guaranteed securities of the Trust holding those notes.

The following modifications and amendments to the indenture require the consent of each holder of outstanding notes of a series (and thus require the consent of each holder of senior guaranteed securities of a Trust holding such notes):

• a change in the stated maturity date of any payment of principal or interest, or a reduction in the principal amount thereof or the rate of interest thereon;

• a reduction in or change in the manner of calculating payments due on the notes;

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• a change in the circumstances in which redemption of the notes will be permitted;

• a change in the place of payment or currency in which any payment on the notes is payable;

• a limitation of a holder’s right to sue us for the enforcement of payments due on the notes;

• a reduction in the percentage of outstanding notes of a series required to consent to a modification or amendment of the indenture or required to consent to a waiver of compliance with certain provisions of the indenture or certain defaults under the indenture;

• a reduction in the requirements contained in the indenture for quorum or voting; and

• a modification of any of the foregoing requirements contained in the indenture.

We and the note trustee may, without the consent of any holder of notes of a series (and thus without the consent of any holder of senior guaranteed securities of a Trust holding such notes), amend or modify the indenture for the purposes of:

• evidencing the succession of another corporation to us, and the assumption by such successor of our covenants contained in the indenture and the notes;

• adding covenants from us for the benefit of the holders of the notes or surrendering any of our rights or powers under the indenture;

• adding any additional events of default for the notes;

• evidencing and providing for the acceptance of appointment under the indenture by a successor trustee with respect to the notes;

• curing any ambiguity, correcting or supplementing any provision in the indenture that may be defective or inconsistent with any other provision therein or making any other provision with respect to matters or questions arising under the indenture that shall not be inconsistent with any provision therein, provided that such other provisions shall not adversely affect the interests of the holders of the notes in any material respect or if the notes are beneficially owned by a Trust and for so long as any of the senior guaranteed securities of the Trust shall remain outstanding the holders of those senior guaranteed securities;

• adding to, changing or eliminating any provision of the indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided that such action shall not adversely affect the interest of the holders of the notes in any material respect; or

• conforming the terms of the indenture and the notes to the description of the notes described elsewhere in this prospectus or the applicable prospectus supplement, in the manner provided in the indenture.

Any other change to the indenture and notes of a series would require the approval of the holders of a majority in principal amount of the notes of that series (and thus a majority in liquidation amount of the senior guaranteed securities of the Trust holding the notes of that series). The same majority approval would be required for us to obtain a waiver of any of our covenants in the indenture.

We may not amend the indenture to alter the subordination of the notes without the written consent of each holder of senior debt then outstanding who would be adversely affected. In addition, we may not modify the subordination provisions of the indenture in a manner that would adversely affect the notes of a series then outstanding in any material respect, without the consent of the holders of a majority in aggregate principal amount of the notes of that series then outstanding.

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Subordination

Pursuant to the indenture, the notes are subordinate and junior in right of payment, to the extent and in the manner stated in the indenture, to all of our senior debt, as defined in the indenture and as described below.

The indenture provides that, unless all principal of and any premium or interest on the senior debt has been paid in full, no payment or other distribution may be made in respect of the notes in the following circumstances:

• in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving us or our assets; or

• in the event and during the continuation of any default in the payment of principal, premium or interest on any senior debt beyond any applicable grace period or in the event that any event of default with respect to any senior debt has occurred and is continuing, permitting the holders of that senior debt (or a trustee) to accelerate the maturity of that senior debt, whether or not the maturity is in fact accelerated (unless, in either case, the payment default or event of default has been cured or waived or ceased to exist and any related acceleration has been rescinded), or in the event that any judicial proceeding is pending with respect to a payment default or event of default described in this bullet point.

If the note trustee or a Trust receives any payment or distribution that is prohibited under the subordination provisions, then the note trustee or the Trust will have to repay that money to the holders of the senior debt.

Even if the subordination provisions prevent us from making any payment when due on the notes, we will be in default on our obligations with respect to notes if we do not make payment on them when due. This means that the note trustee and the Trust holding such notes can take action against us, but they will not receive any money until the claims of the holders of senior debt have been fully satisfied.

The indenture allows the holders of senior debt to obtain a court order requiring us and any holder of the notes to comply with the subordination provisions.

Definition of Senior Debt

As used in this section, the term “senior debt” means all indebtedness and obligations of, or guaranteed or assumed by, The Goldman Sachs Group, Inc. for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, whether existing now or in the future, and all amendments, renewals, extensions, modifications and refundings of any indebtedness or obligations of that kind, but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business, which rank equally in right of payment and upon liquidation with the notes, unless in any such case, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate, or not superior, in right of payment to the notes.

The definition of senior debt that applies with respect to the notes may be different from the definition that applies to other subordinated debt securities issued under the indenture or with respect to any other subordinated indebtedness that we have incurred or may incur in the future.

Because of the definition of senior debt, the notes will be subordinated in right of payment to virtually all our obligations to our creditors, including most of those that may be subordinated to other obligations, except for trade accounts payable and accrued liabilities arising in the ordinary course of business, and any comparable series of junior subordinated notes that we may offer in the future.

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The terms of the notes and the terms of the guarantee will not limit our ability to incur any additional indebtedness, including senior debt. We estimate that we had senior debt of approximately $186.87 billion outstanding as of September 30, 2011. This amount does not include obligations of our subsidiaries that we have guaranteed on a senior basis. The Goldman Sachs Group, Inc. has incurred additional senior debt since that date. In addition, because we are a holding company, the notes will effectively rank junior to all existing and future debt and other liabilities of The Goldman Sachs Group, Inc.’s subsidiaries.

Default, Remedies and Waiver of Default

Holders of the notes of each series will have special rights if an event of default with respect to that series of notes occurs and is continuing, as described in this subsection.

Events of Default

When we refer to an event of default with respect to a series of notes, we mean any of the following:

• we do not pay the interest on any note of that series, in full for a period of 30 days after the conclusion of any extension period;

• the termination of the Trust holding that series of notes without redeeming the senior guaranteed securities of that Trust; or

• we file for bankruptcy or other events of bankruptcy, insolvency or reorganization relating to us occur.

Remedies If an Event of Default Occurs

All the remedies available upon the occurrence of an event of default under the indenture will be subject to the restrictions on the notes described above under “— Subordination.”

If an event of default has occurred with respect to a series of notes and has not been cured or waived, the note trustee or the holders of not less than 25% in principal amount of that series of notes then outstanding may declare the entire principal amount of that series of notes to be due immediately. If the event of default occurs because of events of bankruptcy, insolvency or reorganization relating to The Goldman Sachs Group, Inc., the entire principal amount of the notes will be automatically accelerated, without any action by the note trustee or any holder. Each of the situations described above is called an acceleration of the stated maturity of the notes.

If an event of default occurs, the note trustee will have special duties. In that situation, the note trustee will be obligated to use those of its rights and powers under the indenture, and to use the same degree of care and skill in doing so, that a prudent person would use in that situation in conducting his or her own affairs.

Except as described in the prior paragraph, the note trustee is not required to take any action under the indenture at the request of any holders of the notes unless the holders offer the note trustee reasonable protection from expenses and liability. This is called an indemnity. If the note trustee is provided with an indemnity reasonably satisfactory to it, the holders of a majority in principal amount of a series of notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the note trustee with respect to the applicable series of notes. These majority holders may also direct the note trustee in performing any other action under the indenture with respect to that series of notes.

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Before a holder of notes bypasses the note trustee and brings its own lawsuit or other formal legal action or takes other steps to enforce its rights or protect its interests relating to any notes, all of the following must occur:

• The holder of the note must give the note trustee written notice that an event of default has occurred, and the event of default must not have been cured or waived;

• The holders of not less than 25% in principal amount of the applicable series of notes then outstanding must make a written request that the note trustee take action because of the default, and they or other holders must offer to the note trustee indemnity reasonably satisfactory to the note trustee against the cost and other liabilities of taking that action;

• The note trustee must not have taken action for 60 days after the above steps have been taken; and

• During those 60 days, the holders of a majority in principal amount of the applicable series of notes then outstanding must not have given the note trustee directions that are inconsistent with the written request of the holders of not less than 25% in principal amount of that series of notes then outstanding.

Waiver of Default

The holders of not less than a majority in principal amount of any series of notes may waive a default for all the notes of that series. If that happens, the default will be treated as if it had not occurred. No one can waive a payment default on a note, however, without the approval of the particular holder of that note.

We Will Give the Note Trustee Information About Defaults Annually

We will furnish to the note trustee every year a written statement of two of our officers certifying that, to their knowledge, we are in compliance with the indenture and the notes issued under it, or else specifying any default under the indenture.

Enforcement of Certain Rights by Holders of Senior Guaranteed Securities

If an event of default with respect to a series of notes has occurred and is continuing and the event is attributable to our failure to pay interest or principal on the notes of that series on the date the interest or principal is due and payable (and after a 30-day grace period for interest defaults), a holder of the senior guaranteed securities of the Trust holding those notes may institute a legal proceeding directly against us for enforcement of payment to that holder of the principal of or interest on notes having a principal amount equal to the aggregate liquidation amount of the senior guaranteed securities of the applicable Trust held by that holder (a “direct action”). We may not amend the indenture to remove this right to bring a direct action with respect to a series of notes without the prior written consent of the holders of all of the outstanding senior guaranteed securities of the Trust holding that series of notes. We will have the right under the indenture to set-off any payment made to a holder of the senior guaranteed securities by us in connection with a direct action.

The holders of at least 25% in aggregate liquidation amount of the senior guaranteed securities of a Trust may, by giving notice in writing to us and the note trustee, accelerate the notes held by the Trust upon the occurrence and during the continuance of an indenture event of default with respect to those notes (other than an event of default arising from our filing for bankruptcy or the occurrence of other events of bankruptcy, insolvency or reorganization relating to us), if the holders of those notes or the note trustee have not done so. See “— Events of Default” above for a description of the events of default under the indenture.

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The holders of a majority in liquidation amount of all outstanding senior guaranteed securities of a Trust may, on behalf of all holders of its senior guaranteed securities, waive any past default under the indenture with respect to the notes held by that Trust, except any default in the payment of principal, premium or interest with respect to those notes or a non-payment default with respect to a provision of that indenture that cannot be modified without the consent of the holder of each of those notes affected.

The holders of the senior guaranteed securities will not be able to exercise directly any remedies or take any action available to the holders of the notes other than those set forth in the three preceding paragraphs.

Redemption

The terms on which we may redeem the series of notes held by each Trust will be specified in the applicable prospectus supplement.

Under certain circumstances, a series of notes may be redeemable upon the occurrence of a tax event or investment company act event.

A “tax event” means the receipt by us of an opinion of counsel experienced in such matters to the effect that, as a result of any tax change, there is more than an insubstantial increase in risk that any of the following will occur:

• the Trust holding the series of notes is, or will be, subject to U.S. federal income tax on income received or accrued on the notes;

• interest payable by us on the series of notes is not, or will not be, deductible by us, in whole or in part, for U.S. federal income tax purposes; or

• the Trust holding the series of notes is, or will be, subject to more than an insignificant amount of other taxes, duties or other governmental charges.

As used above, the term “tax change” means any of the following:

• an amendment to or change (including any announced prospective change) in the laws or regulations of the United States or of any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after the initial issuance of the relevant Trust’s senior guaranteed securities;

• a proposed change in those laws or regulations that is announced after the initial issuance of the relevant Trust’s senior guaranteed securities;

• an official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying such laws or regulations that is announced after the initial issuance of the relevant Trust’s senior guaranteed securities; or

• a threatened challenge asserted in connection with an audit of the relevant Trust or any similar statutory trust sponsored by us or our subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the series of notes or the relevant Trust’s senior guaranteed securities.

An “investment company event” means the receipt by us of an opinion of counsel to the effect that, as a result of the occurrence of a change in law or regulation or a written change, including any announced prospective change, in interpretation or application of law or regulation by any legislative

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body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the relevant Trust is or will be considered an “investment company” that is required to be registered under the Investment Company, and this change becomes effective or would become effective on or after the date of the initial issuance of the Trust’s senior guaranteed securities.

We must give the holders of the notes being redeemed notice of the redemption not less than 30 days or more than 60 days before the redemption date. We will give the notice in the manner described below under “— Notices.”

Mergers and Similar Transactions

We are generally permitted to merge or consolidate with another corporation or other entity. We are also permitted to sell our assets substantially as an entirety to another corporation or other entity. With regard to the notes, however, we may not take any of these actions unless several conditions are met, including:

• If the successor entity in the transaction is not The Goldman Sachs Group, Inc., the successor entity must be organized as a corporation, partnership or trust and must expressly assume our obligations under the notes and the indenture. The successor entity may be organized under the laws of any jurisdiction, whether in the United States or elsewhere.

• Immediately after the transaction, no default under the notes has occurred and is continuing. For this purpose, “default under the Notes” means an event of default with respect to the notes or any event that would be an event of default with respect to the notes if the requirements for giving us default notice and for our default having to continue for a specific period of time were disregarded. We describe these matters above under “— Default, Remedies and Waiver of Default.”

If the conditions described above are satisfied with respect to the notes, we will not need to obtain the approval of the holders of any series of the notes in order to merge or consolidate or to sell our assets. Also, these conditions will apply only if we wish to merge or consolidate with another entity or sell our assets substantially as an entirety to another entity. We will not need to satisfy these conditions if we enter into other types of transactions, including any transaction in which we acquire the stock or assets of another entity, any transaction that involves a change of control of The Goldman Sachs Group, Inc. but in which we do not merge or consolidate and any transaction in which we sell less than substantially all our assets.

Notices

Notices to be given to holders of the notes will be sent by mail to the respective addresses of the holders as they appear in the trustee’s records, and will be deemed given when mailed. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Our Relationship with the Note Trustee

The Bank of New York Mellon has provided commercial banking and other services for us and our affiliates in the past and may do so in the future. Among other things, The Bank of New York Mellon provides us with a line of credit, holds debt securities issued by us and serves as trustee or agent with regard to other debt obligations and warrants of The Goldman Sachs Group, Inc. or its subsidiaries.

The Bank of New York Mellon is initially serving as the note trustee for each series of the notes. Consequently, if an actual or potential event of default occurs with respect to any series of the notes,

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the note trustee may be considered to have a conflicting interest for purposes of the Trust Indenture Act. In that case, the note trustee may be required to resign under the indenture, and we would be required to appoint a successor trustee. For this purpose, a “potential” event of default means an event that would be an event of default if the requirements for giving us default notice or for the default having to exist for a specific period of time were disregarded.

Under the indenture, we are required to file with the note trustee any information, documents and other reports, or summaries thereof, as may be required under the Trust Indenture Act, at the times and in the manner provided under the Trust Indenture Act. However, in case of documents filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, any such filing with the note trustee need not be made until 15th day after such filing is actually made with the SEC.

Governing Law

The indenture is, and the notes will be, governed by New York law.

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LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

In this section, we describe special considerations that will apply to registered securities issued in global — i.e., book-entry — form. First we describe the difference between legal ownership and indirect ownership of registered securities. Then we describe special provisions that apply to global securities.

Who Is the Legal Owner of a Registered Security?

Each senior guaranteed security in registered form will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. We refer to those who have senior guaranteed securities registered in their own names, on the books that we or the trustee maintain for this purpose, as the “holders” of those senior guaranteed securities. These persons are the legal holders of the senior guaranteed securities. We refer to those who, indirectly through others, own beneficial interests in senior guaranteed securities that are not registered in their own names as indirect owners of those senior guaranteed securities. As we discuss below, indirect owners are not legal holders, and investors in senior guaranteed securities issued in book-entry form or in street name will be indirect owners.

Book-Entry Owners

The Trusts will issue each senior guaranteed security in book-entry form only. This means senior guaranteed securities will be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the senior guaranteed securities on behalf of themselves or their customers.

For senior guaranteed securities issued in global form, the relevant Trust will recognize only the depositary as the holder of the senior guaranteed securities and the Trust will make all payments on the senior guaranteed securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the senior guaranteed securities.

As a result, investors will not own senior guaranteed securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the senior guaranteed securities are issued in global form, investors will be indirect owners, and not holders, of the securities.

Street Name Owners

In the future a Trust may terminate a global security and issue senior guaranteed securities in non-global form. In that case, investors may choose to hold their senior guaranteed securities in their own names or in street name. Senior guaranteed securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those senior guaranteed securities through an account he or she maintains at that institution.

For senior guaranteed securities held in street name, the relevant Trust will recognize only the intermediary banks, brokers and other financial institutions in whose names the senior guaranteed securities are registered as the holders of those senior guaranteed securities and the Trust will make

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all payments on those senior guaranteed securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold senior guaranteed securities in street name will be indirect owners, not holders, of those securities.

Legal Holders

Our obligations, the obligations of the Trusts, as well as the obligations of the trustee under the indenture and any other third parties employed by us or the trustee, run only to the holders of the senior guaranteed securities. Neither we nor the Trusts have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect owner of a senior guaranteed security or has no choice because the relevant Trust is issuing the senior guaranteed securities only in global form.

For example, once a Trust makes a payment or gives a notice to the holder, the Trust has no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect owners but does not do so. Similarly, if the Trust wants to obtain the approval of the holders for any purpose — e.g., to amend the amended and restated trust declaration or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the indenture — the Trust would seek the approval only from the holders, and not the indirect owners, of the senior guaranteed securities. Whether and how the holders contact the indirect owners is up to the holders.

Special Considerations for Indirect Owners

If you hold senior guaranteed securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:

• how it handles securities payments and notices;

• whether it imposes fees or charges;

• how it would handle a request for the holders’ consent, if ever required;

• whether and how you can instruct it to send you senior guaranteed securities registered in your own name so you can be a holder, if that is permitted in the future;

• how it would exercise rights under the senior guaranteed securities if there were a default or other event triggering the need for holders to act to protect their interests; and

• if the senior guaranteed securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

What Is a Global Security?

The Trusts will issue each senior guaranteed security in book-entry form only. Each senior guaranteed security issued in book-entry form will be represented by a global security that the relevant Trust deposits with and registers in the name of one or more financial institutions or clearing systems, or their nominees, which we select. A financial institution or clearing system that the Trust selects for any senior guaranteed security for this purpose is called the “depositary” for that senior guaranteed security. The initial depositary will be The Depository Trust Company, New York, New York, which is known as “DTC.”

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Investors may also hold beneficial interests in a global security through Euroclear Bank SA/NV, which is known as “Euroclear” or Clearstream Banking, société anonyme, which is known as “Clearstream,” as DTC participants.

A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations below under “— Special Situations When a Global Security Will Be Terminated.” If termination occurs, the relevant Trust may issue the senior guaranteed securities through another book-entry clearing system or the senior guaranteed securities may no longer be held through any book-entry clearing system.

The depositary, or its nominee, will be the sole registered owner and holder of all senior guaranteed securities represented by a global security, and investors will be permitted to own only indirect interests in a global security. Indirect interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose senior guaranteed security is represented by a global security will not be a holder of the senior guaranteed security, but only an indirect owner of an interest in the global security.

Special Considerations for Global Securities

As an indirect owner, an investor’s rights relating to a global security will be governed by the account rules of the depositary and those of the investor’s financial institution or other intermediary through which it holds its interest (e.g., Euroclear or Clearstream, if DTC is the depositary), as well as general laws relating to securities transfers. The Trusts do not recognize this type of investor or any intermediary as a holder of senior guaranteed securities and instead deal only with the depositary that holds the global security.

Because the senior guaranteed securities will be issued only in the form of a global security, an investor should be aware of the following:

• An investor cannot cause the senior guaranteed securities to be registered in his or her own name, and cannot obtain non-global certificates for his or her interest in the senior guaranteed securities, except in the special situations we describe below;

• An investor will be an indirect holder and must look to his or her own bank or broker for payments on the senior guaranteed securities and protection of his or her legal rights relating to the senior guaranteed securities, as we describe above under “— Who Is the Legal Owner of a Registered Security?”;

• An investor may not be able to sell interests in the senior guaranteed securities to some insurance companies and other institutions that are required by law to own securities in non-book-entry form;

• An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the senior guaranteed securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

• The depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and other matters relating to an investor’s interest in a global security, and those policies may change from time to time. We, the Trusts and the trustees will have no responsibility for any aspect of the depositary’s policies, actions or records of ownership interests in a global security. We, the Trusts and the trustees also do not supervise the depositary in any way;

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• The depositary will require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your broker or bank may require you to do so as well; and

• Financial institutions that participate in the depositary’s book-entry system and through which an investor holds its interest in the global securities, directly or indirectly, may also have their own policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to the global securities, and those policies may change from time to time. For example, if you hold an interest in a global security through Euroclear or Clearstream, when DTC is the depositary, Euroclear or Clearstream, as applicable, will require those who purchase and sell interests in that global security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. There may be more than one financial intermediary in the chain of ownership for an investor. The Trusts do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated

In a few special situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-global form representing the senior guaranteed securities it represented. After that exchange, the choice of whether to hold the senior guaranteed securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights of holders and street name investors above under “— Who Is the Legal Owner of a Registered Security?.”

The special situations for termination of a global security are as follows:

• if the depositary notifies us and the Trust that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 60 days;

• if we notify the depositary that we wish to terminate that global security and we do not appoint another institution to act as depositary within 60 days; or

• if an event of default has occurred with regard to the Notes under the indenture and has not been cured or waived.

DTC’s current rules provide that it would notify its participants of a request by us or the Trust to terminate a global security, but will only withdraw beneficial interests from the global security at the request of each DTC participant.

If a global security is terminated, only the depositary, and not we, the Trust or the trustees is responsible for deciding the names of the institutions in whose names the senior guaranteed securities represented by the global security will be registered and, therefore, who will be the holders of those senior guaranteed securities.

Considerations Relating to Euroclear and Clearstream

Euroclear and Clearstream are securities clearing systems in Europe. Both systems clear and settle securities transactions between their participants through electronic, book-entry delivery of securities against payment.

Euroclear and Clearstream may be depositaries for a global security. In addition, Euroclear and Clearstream may hold interests in a global security as participants in DTC.

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As long as any global security is held by Euroclear or Clearstream as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States.

Payments, deliveries, transfers, exchanges, notices and other matters relating to the senior guaranteed securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those clearing systems could change their rules and procedures at any time. Neither we nor the Trust have control over those systems or their participants, and neither we nor the Trust take responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also be subject to DTC’s rules and procedures.

Special Timing Considerations for Transactions in Euroclear and Clearstream

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any senior guaranteed securities held through those clearing systems only on days when those systems are open for business. Those clearing systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold their interests in the senior guaranteed securities through these clearing systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchases or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than would be the case for transactions within one clearing system.

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VALIDITY OF THE SECURITIES

The validity of the senior guaranteed securities has been passed upon for The Goldman Sachs Group, Inc. and the Trusts by Richards, Layton & Finger, P.A., Wilmington, Delaware. The opinion of Richards, Layton & Finger, P.A. was based on assumptions about future actions required to be taken by The Goldman Sachs Group, Inc., the Trusts and the trustees in connection with the issuance and sale of the senior guaranteed securities, about the specific terms of the senior guaranteed securities and about other matters that may affect the validity of the senior guaranteed securities but which could not be ascertained on the date of that opinion.

The validity of the guarantees and junior subordinated notes has been passed upon for The Goldman Sachs Group, Inc. by Sullivan & Cromwell LLP, New York, New York. The opinion of Sullivan & Cromwell LLP was based on assumptions about future actions required to be taken by The Goldman Sachs Group, Inc. and the trustees in connection with the issuance and sale of these securities, about the specific terms of these securities and about other matters that may affect the validity of these securities but which could not be ascertained on the date of that opinion.

Each of Sullivan & Cromwell LLP and Richards, Layton & Finger, P.A. has in the past represented and continues to represent Goldman Sachs on a regular basis and in a variety of matters. Sullivan & Cromwell LLP also performed services for The Goldman Sachs Group, Inc. in connection with the offering of the securities described in this prospectus. Richards, Layton & Finger, P.A. also performed services for The Goldman Sachs Group, Inc. in connection with the offering of senior guaranteed securities described in this prospectus.

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EXPERTS

The financial statements of Goldman Sachs incorporated in this prospectus by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The historical income statement, balance sheet and common share data set forth in “Selected Financial Data” as of or for the years ended December 31, 2010, December 31, 2009, November 28, 2008, November 30, 2007 and November 24, 2006 and for the month ended December 26, 2008 incorporated by reference in this prospectus have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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REVIEW OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

With respect to the unaudited condensed consolidated financial statements of Goldman Sachs for (i) the three month periods ended March 31, 2011 and March 31, 2010, (ii) the three month and six month periods ended June 30, 2011 and 2010, and (iii) the three month and nine month periods ended September 30, 2011 and 2010, incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated (i) May 9, 2011, (ii) August 8, 2011, and (iii) November 8, 2011, incorporated by reference in this prospectus, state that they did not audit and they do not express an opinion on that unaudited condensed consolidated financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the U.S. Securities Act of 1933 for their reports on the unaudited condensed consolidated financial statements because those reports are not a “report” or a “part” of the registration statements prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

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CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We have included or incorporated by reference in this prospectus statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.

Information regarding important factors that could cause actual results to differ, perhaps materially, from those in our forward-looking statements is contained under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which is incorporated in this prospectus by reference (and in any of our annual reports for a subsequent fiscal year that are so incorporated). See “Available Information” above for information about how to obtain a copy of this annual report.

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We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of such documents.

TABLE OF CONTENTS

Prospectus dated February 16, 2012

	Page
Available Information		2
Summary Information		5
Risk Factors Specific to Your Senior Guaranteed Securities		8
Use of Proceeds		10
The Trusts		11
Description of the Senior Guaranteed Securities		13
Description of the Guarantees		23
Description of the Junior Subordinated Notes		26
Legal Ownership and Book-Entry Issuance		37
Validity of the Securities		42
Experts		43
Review of Unaudited Condensed Consolidated Financial Statements by Independent Registered Public Accounting Firm		44
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995		45

The Goldman Sachs

Group, Inc.

Senior Guaranteed Trust Securities

(Liquidation amount $1,000 per senior

guaranteed security)

of

Murray Street Investment Trust I

Murray Street Investment Trust II

Vesey Street Investment Trust I

Vesey Street Investment Trust II

fully and unconditionally guaranteed by

The Goldman Sachs

Group, Inc.

Goldman, Sachs & Co.

PART II

Information Not Required in Prospectus

Item 14.  Other Expenses of Issuance and Distribution.

The following is a statement of the expenses (all of which are estimated other than the SEC registration fees and the FINRA fees) to be incurred by The Goldman Sachs Group, Inc. in connection with the distribution of the securities registered under this Registration Statement:

	Amount to be paid
SEC registration fees	$	5,081,481	*
Legal fees and expenses		700,000
Fees and expenses of qualification under state securities laws (including legal fees)		0
Accounting fees and expenses		750,000
Printing fees		165,000
Rating agency fees		3,000,000
Trustee’s fees and expenses		500,000
Total	$	10,196,481

* Paid in accordance with Rule 457(o). Other filing fees are deferred in accordance with Rule 456(b) and 457(r).

This Registration Statement relates to an unspecified aggregate initial offering price or number of the securities of each class identified in the fee table on the cover page of this Registration Statement. Because these aggregate amounts are not known, the estimates provided above relate to the expenses of filing this Registration Statement. This expense estimate will appear with respect to each particular offering of securities in the 424(b) filing relating to such securities.

Item 16.  Exhibits.

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
1.1	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series B of The Goldman Sachs Group, Inc.	**
1.2	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series D of The Goldman Sachs Group, Inc.	**
1.3	Form of Distribution Agreement for warrants of The Goldman Sachs Group, Inc.	*
1.4	Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.	**
1.5	Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	**
1.6	Form of Underwriting Agreement for subordinated debt securities of The Goldman Sachs Group, Inc.	*

II-1

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
1.7	Form of Underwriting Agreement for warrants of The Goldman Sachs Group, Inc.	*
1.8	Form of Underwriting Agreement for purchase contracts of The Goldman Sachs Group, Inc.	*
1.9	Form of Underwriting Agreement for units of The Goldman Sachs Group, Inc.	*
1.10	Form of Underwriting Agreement for preferred stock and depositary shares of The Goldman Sachs Group, Inc.	**
1.11	Form of Underwriting Agreement for capital securities.	*
1.12	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series A of GS Finance Corp.	**
1.13	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series E of GS Finance Corp.	**
1.14	Form of Distribution Agreement for warrants of GS Finance Corp.	*
1.15	Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	*
1.16	Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	*
1.17	Form of Underwriting Agreement for subordinated debt securities of GS Finance Corp.	*
1.18	Form of Underwriting Agreement for warrants of GS Finance Corp.	*
1.19	Form of Underwriting Agreement for units of GS Finance Corp.	*
1.20	Form of Brokerage Agreement relating to Certificates of Deposit of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.).	Exhibit 1.20 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 154173), filed on October 21, 2008.

II-2

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
1.21	Form of Distribution Agreement relating to Deposit Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.).	*
1.22	Form of Distribution Agreement relating to Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.).	*
1.23	Form of underwriting agreement for senior guaranteed trust securities.	*
2.1	Amended and Restated Plan of Incorporation of The Goldman Sachs Group, L.P.	Exhibit 2.1 to Amendment No. 2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333- 74449), filed on April 30, 1999.
2.2	Certificate of Incorporation of GS Finance Corp.	Exhibit 2.5 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.
4.1	Specimen of certificate representing The Goldman Sachs Group, Inc.’s common stock, par value $0.01 per share.	Exhibit 4.1 to Post- Effective Amendment No. 3 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 154173), filed on April 6, 2009.
4.2	Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., including Certificates of Designations relating to Preferred Stock Series A, B, C, D, E and F.	Exhibit 3.2 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended March 31, 2011, filed on May 9, 2011.

II-3

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.3	Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc.	Exhibit 6 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on June 29, 1999.
4.4	Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc.	Exhibit 4.82 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.5	Subordinated Debt Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to subordinated debt securities of The Goldman Sachs Group, Inc.	Exhibit 4.2 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2003.
4.6	Certificate of Trust of Goldman Sachs Capital II.	Exhibit 4.12 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.7	Amended and Restated Declaration of Trust of Goldman Sachs Capital II.	Exhibit 99.5 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007621).
4.8	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital II.	Exhibit 4.19 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.

II-4

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.9	Guarantee Agreement for Goldman Sachs Capital II.	Exhibit 99.7 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007621).
4.10	Certificate of Trust of Goldman Sachs Capital III.	Exhibit 4.14 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.11	Amended and Restated Declaration of Trust of Goldman Sachs Capital III.	Exhibit 99.5 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007622).
4.12	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital III.	Exhibit 4.20 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.13	Guarantee Agreement for Goldman Sachs Capital III.	Exhibit 99.7 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007622).
4.14	Certificate of Trust of Goldman Sachs Capital IV.	Exhibit 4.16 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.

II-5

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.15	Form of Amended and Restated Trust Agreement for Goldman Sachs Capital IV.	Exhibit 4.9 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.16	Trust Agreement of Goldman Sachs Capital IV.	Exhibit 4.17 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.17	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital IV.	Exhibit 4.21 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.18	Form of Guarantee Agreement for Goldman Sachs Capital IV.	Exhibit 4.25 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.19	Certificate of Trust of Goldman Sachs Capital V.	Exhibit 4.17 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.20	Form of Amended and Restated Trust Agreement for Goldman Sachs Capital V.	Exhibit 4.9 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.21	Trust Agreement of Goldman Sachs Capital V.	Exhibit 4.18 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.

II-6

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.22	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital V.	Exhibit 4.24 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.23	Form of Guarantee Agreement for Goldman Sachs Capital V.	Exhibit 4.29 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.24	Certificate of Trust of Goldman Sachs Capital VI.	Exhibit 4.19 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.25	Form of Amended and Restated Trust Agreement for Goldman Sachs Capital VI.	Exhibit 4.10 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.26	Trust Agreement of Goldman Sachs Capital VI.	Exhibit 4.20 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.27	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital VI.	Exhibit 4.25 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.28	Form of Guarantee Agreement for Goldman Sachs Capital VI.	Exhibit 4.30 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.

II-7

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.29	Warrant Indenture, dated as of February 14, 2006, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to warrants of The Goldman Sachs Group, Inc.	Exhibit 4.34 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (No. 333- 130074), filed on March 1, 2006.
4.30	Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold attached to debt securities of The Goldman Sachs Group, Inc.	*
4.31	Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold alone.	*
4.32	Form of Warrant Agreement for universal warrants of The Goldman Sachs Group, Inc.	*
4.33	Deposit Agreement, dated as of October 21, 2005, between The Goldman Sachs Group, Inc. and JP Morgan Chase Bank, N.A., including form of depositary receipt.	Exhibit 5 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on October 28, 2005.
4.34	Form of Unit Agreement of The Goldman Sachs Group, Inc., including form of unit certificate.	*
4.35	Form of Unit Agreement Without Holders’ Obligation of The Goldman Sachs Group, Inc.	*
4.36	Form of senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.3).
4.37	Form of senior debt securities of The Goldman Sachs Group, Inc. issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.4).
4.38	Form of floating rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.45 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.

II-8

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.39	Form of floating rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.46 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.40	Form of fixed rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.55 to Post- Effective Amendment No. 2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on February 3, 2006.
4.41	Form of fixed rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.91 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008.
4.42	Form of subordinated debt securities of The Goldman Sachs Group, Inc. (included in Exhibit 4.5).
4.43	Form of Floating Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.50 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.44	Form of Floating Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	**
4.45	Form of Fixed Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.4 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333- 75321), filed on July 1, 1999.

II-9

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.46	Form of Fixed Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.85 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.47	Form of Mandatory Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.5 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333- 75321), filed on July 1, 1999.
4.48	Form of Mandatory Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.86 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.49	Form of Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.6 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999.
4.50	Form of Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.87 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.51	Form of Exchange Traded Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 99.2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (File No. 001-14965), filed on June 26, 2007.

II-10

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.52	Form of Index-Linked Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.88 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.53	Specimen Master Medium-Term Note, Series B, dated September 19, 2011, of The Goldman Sachs Group, Inc.	**
4.54	Specimen Master Medium-Term Note, Series D, dated September 19, 2011, of The Goldman Sachs Group, Inc.	**
4.55	Form of put warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29).
4.56	Form of call warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29).
4.57	Form of universal warrant of The Goldman Sachs Group, Inc.	Exhibit 4.57 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 7 to Registration Statement on Form S-3 (No. 333-130074), filed on February 20, 2007.
4.58	Form of Prepaid Purchase Contract of The Goldman Sachs Group, Inc.	*
4.59	Form of Non-Prepaid Purchase Contract (Issuer Sale) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32).
4.60	Form of Non-Prepaid Purchase Contract (Issuer Purchase) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32).
4.61	Form of Capital Security (included in Exhibits 4.7, 4.11, 4.15, 4.20, 4.25 and 4.86).
4.62	Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp.	Exhibit 4.69 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.

II-11

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.63	Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp.	Exhibit 4.70 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.64	Form of Unit Agreement of GS Finance Corp., including form of units.	*
4.65	Form of Unit Agreement Without Holders’ Obligation of GS Finance Corp.	*
4.66	Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.62).
4.67	Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.63).
4.68	Form of Floating Rate Medium-Term Note, Series A, of GS Finance Corp.	Exhibit 4.75 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.69	Form of Floating Rate Medium-Term Note, Series E, of GS Finance Corp.	**
4.70	Form of Fixed Rate Medium-Term Note, Series A, of GS Finance Corp.	Exhibit 4.76 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.
4.71	Form of Fixed Rate Medium-Term Note, Series E, of GS Finance Corp.	Exhibit 4.78 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.

II-12

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.72	Form of Index-Linked Medium-Term Note, Series A, of GS Finance Corp.	Exhibit 4.77 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.
4.73	Form of Index-Linked Medium-Term Note, Series E, of GS Finance Corp.	Exhibit 4.80 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.74	Specimen Master Medium-Term Note, Series E, dated September 19, 2011, of GS Finance Corp.	**
4.75	Form of guarantee, issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.62).
4.76	Form of guarantee, issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.63).
4.77	General Guarantee Agreement, dated October 21, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA.	Exhibit 4.85 to Post- Effective No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 21, 2008.
4.78	General Guarantee Agreement, dated December 1, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA.	Exhibit 4.80 to Post- Effective No. 2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on March 19, 2009.

II-13

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.79	Form of floating rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.5 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.80	Form of fixed rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.6 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.81	Form of floating rate Medium-Term Note, Series D (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.7 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.82	Form of fixed rate Medium-Term Note, Series D (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.8 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.83	Form of floating rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.1 to The Goldman Sachs Group, Inc.’s Current Report on Form 8-K (No. 001- 14965), dated November 25, 2008 and filed on December 1, 2008.
4.84	Form of fixed rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.2 to The Goldman Sachs Group, Inc.’s Current Report on Form 8-K (No. 001-14965), dated November 25, 2008 and filed on December 1, 2008.

II-14

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.85	Certificate of Trust of Goldman Sachs Capital I.	Exhibit 4.10 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.86	Amended and Restated Trust Agreement of Goldman Sachs Capital I.	Exhibit 4.2 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.87	Agreement as to Expenses and Liabilities for Goldman Sachs Capital I.	Exhibit 4.3 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.88	Guarantee Agreement for Goldman Sachs Capital I.	Exhibit 4.4 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.89	Supplemental Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated debentures of The Goldman Sachs Group, Inc.	Exhibit 4.1 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.90	Second Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	Exhibit 99.4 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007621).

II-15

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.91	Third Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	Exhibit 99.4 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007622).
4.92	Fourth Supplemental Indenture, dated as of February 6, 2012, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	***
4.93	Fifth Supplemental Indenture, dated as of February 6, 2012, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	***
4.94	Certificate of Trust of Murray Street Investment Trust I.	***
4.95	Declaration of Trust of Murray Street Investment Trust I.	***
4.96	Certificate of Trust of Murray Street Investment Trust II.	***
4.97	Declaration of Trust of Murray Street Investment Trust II.	***
4.98	Certificate of Trust of Vesey Street Investment Trust I.	***
4.99	Declaration of Trust of Vesey Street Investment Trust I.	***
4.100	Certificate of Trust of Vesey Street Investment Trust II.	***
4.101	Declaration of Trust of Vesey Street Investment Trust II.	***
4.102	Form of Amended and Restated Declaration of Trust of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I, and Vesey Street Investment Trust II.	***

II-16

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.103	Form of senior guaranteed trust securities (included in Exhibit 4.102).
4.104	Form of Guarantee Agreement for the holders of the senior guaranteed trust securities of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I, and Vesey Street Investment Trust II.	***
5.1	Opinion of Richards, Layton & Finger, P.A. as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trust with respect to Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI.	**
5.2	Opinion of Sullivan & Cromwell LLP relating to (i) debt securities, warrants, purchase contracts, units, preferred stock and depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc. and (ii) debt securities, warrants and units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc.	**
5.3	Opinion of Sullivan & Cromwell LLP relating to the Guarantees by The Goldman Sachs Group, Inc. of specified certificates of deposit of Goldman Sachs Bank USA.	**
5.4	Opinion of Sullivan & Cromwell LLP relating to the Guarantee by The Goldman Sachs Group, Inc. of Notes and Deposit Notes of Goldman Sachs Bank USA.	**
5.5	Opinion of Sidley Austin LLP as to the legality of certain debt securities of The Goldman Sachs Group, Inc.	**
5.6	Opinion of Richards, Layton & Finger, P.A. as to the validity of the senior guaranteed trust securities, the enforceability of the trust declarations and the formation of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II.	***
5.7	Opinion of Sullivan & Cromwell LLP relating to (i) the senior guaranteed trust securities of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II and (ii) guarantees thereof of The Goldman Sachs Group, Inc.	***

II-17

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
8.1	Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, preferred stock and depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc.	**
8.2	Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, warrants and units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc.	**
8.3	Tax Opinion of Sidley Austin LLP relating to certain debt securities, preferred stock and depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc.	**
8.4	Tax Opinion of Sullivan & Cromwell LLP relating to (i) the senior guaranteed trust securities of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II and (ii) guarantees thereof of The Goldman Sachs Group, Inc.	*
12.1	Statement re: Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends.	Exhibit 12.1 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended September 30, 2011, filed on November 9, 2011.
15.1	Letter re Unaudited Interim Financial Information	**
23.1	Consent of Independent Registered Public Accounting Firm.	***
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.1 and 5.6 above).
23.3	Consents of Sullivan & Cromwell LLP (included in Exhibits 5.2, 5.3, 5.4, 5.7, 8.1, 8.2 and 8.4 above).
23.4	Consents of Sidley Austin LLP (included in Exhibits 5.5 and 8.3 above).
24.1	Power of Attorney (included on signature pages).	**
24.2	Power of Attorney for M. Michele Burns.	***

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Exhibit No.	Description	Incorporated by Reference to Filings Indicated
25.1	Statement of Eligibility of senior debt trustee under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee	**
25.2	Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	**
25.3	Statement of Eligibility of subordinated debt trustee under the Subordinated Debt Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	**
25.4	Statement of Eligibility of warrant trustee of The Goldman Sachs Group, Inc.	**
25.5	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital I.	**
25.6	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital II.	**
25.7	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital III.	**
25.8	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital IV.	**
25.9	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital V.	**
25.10	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital VI.	**
25.11	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital I.	**
25.12	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital II.	**
25.13	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital III.	**

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Exhibit No.	Description	Incorporated by Reference to Filings Indicated
25.14	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital IV.	**
25.15	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital V.	**
25.16	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital VI.	**
25.17	Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	**
25.18	Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	**
25.19	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Murray Street Investment Trust I.	***
25.20	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Murray Street Investment Trust II.	***
25.21	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Vesey Street Investment Trust I.	***
25.22	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Vesey Street Investment Trust II.	***
25.23	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Murray Street Investment Trust I.	***
25.24	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Murray Street Investment Trust II.	***
25.25	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Vesey Street Investment Trust I.	***
25.26	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Vesey Street Investment Trust II.	***

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* To be filed as an exhibit to a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K, or a Post-Effective Amendment to this Registration Statement on Form S-3 and incorporated herein by reference.

** Previously filed with the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 19, 2011.

*** Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Goldman Sachs Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 16th day of February, 2012.

THE GOLDMAN SACHS GROUP, INC.
By:	/S/    ELIZABETH E. ROBINSON
	Name:     Elizabeth E. Robinson
	Title:        Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 16th day of February, 2012.

Title	Signature
Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	*
	Lloyd C. Blankfein
Director, President and Chief Operating Officer	*
	Gary D. Cohn
Director	*
	John H. Bryan
Director	*
	M. Michele Burns
Director	*
	Claes Dahlbäck
Director	*
	Stephen Friedman
Director	*
	William W. George
Director	*
	James A. Johnson
Director	*
	Lois D. Juliber
Director	*
	Lakshmi N. Mittal

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Director	*
	James J. Schiro
Director	*
	Debora L. Spar
Principal Accounting Officer	*
	Sarah E. Smith
Chief Financial Officer (Principal Financial Officer)	*
	David A. Viniar

*By:	/S/    ELIZABETH E. ROBINSON
	Name: Elizabeth E. Robinson Title:    Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

GOLDMAN SACHS CAPITAL I
By:	The Goldman Sachs Group, Inc., as Depositor
By:	/S/    MANDA J. D’AGATA
	Name: Manda J. D’Agata
	Title:    Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

GOLDMAN SACHS CAPITAL II
By:	The Goldman Sachs Group, Inc., as Depositor
By:	/S/    MANDA J. D’AGATA
	Name: Manda J. D’Agata
	Title:    Assistant Treasurer

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Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital III certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

GOLDMAN SACHS CAPITAL III
By:	The Goldman Sachs Group, Inc., as Depositor
By:	/S/    ELLIS J. WHIPPLE
	Name: Ellis J. Whipple
	Title:    Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital IV certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

GOLDMAN SACHS CAPITAL IV
By:	The Goldman Sachs Group, Inc., as Depositor
By:	/S/    ELLIS J. WHIPPLE
	Name: Ellis J. Whipple
	Title:    Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital V certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

GOLDMAN SACHS CAPITAL V
By:	The Goldman Sachs Group, Inc., as Depositor
By:	/S/    ELLIS J. WHIPPLE
	Name: Ellis J. Whipple
	Title:    Assistant Treasurer

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Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital VI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

GOLDMAN SACHS CAPITAL VI
By:	The Goldman Sachs Group, Inc., as Depositor
By:	/S/    MANDA J. D’AGATA
	Name: Manda J. D’Agata
	Title:    Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, GS Finance Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

GS FINANCE CORP.
By:	/S/    MANDA J. D’AGATA
	Name: Manda J. D’Agata
	Title:    President

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital VI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

MURRAY STREET INVESTMENT TRUST I
By:	The Goldman Sachs Group, Inc., as Sponsor
By:	/S/    MANDA J. D’AGATA
	Name: Manda J. D’Agata
	Title:    Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital VI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

MURRAY STREET INVESTMENT TRUST II
By:	The Goldman Sachs Group, Inc., as Sponsor
By:	/S/    MANDA J. D’AGATA
	Name: Manda J. D’Agata
	Title:    Assistant Treasurer

II-25

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital VI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

VESEY STREET INVESTMENT TRUST I
By:	The Goldman Sachs Group, Inc., as Sponsor
By:	/S/    ELLIS J. WHIPPLE
	Name: Ellis J. Whipple
	Title:    Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, Goldman Sachs Capital VI certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (File No. 333-176914) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 16th day of February, 2012.

VESEY STREET INVESTMENT TRUST II
By:	The Goldman Sachs Group, Inc., as Sponsor
By:	/S/    ELLIS J. WHIPPLE
	Name: Ellis J. Whipple
	Title:    Assistant Treasurer

II-26

INDEX TO EXHIBITS

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
1.1	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series B of The Goldman Sachs Group, Inc.	**
1.2	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series D of The Goldman Sachs Group, Inc.	**
1.3	Form of Distribution Agreement for warrants of The Goldman Sachs Group, Inc.	*
1.4	Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.	**
1.5	Form of Underwriting Agreement for senior debt securities of The Goldman Sachs Group, Inc., issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	**
1.6	Form of Underwriting Agreement for subordinated debt securities of The Goldman Sachs Group, Inc.	*
1.7	Form of Underwriting Agreement for warrants of The Goldman Sachs Group, Inc.	*
1.8	Form of Underwriting Agreement for purchase contracts of The Goldman Sachs Group, Inc.	*
1.9	Form of Underwriting Agreement for units of The Goldman Sachs Group, Inc.	*
1.10	Form of Underwriting Agreement for preferred stock and depositary shares of The Goldman Sachs Group, Inc.	**
1.11	Form of Underwriting Agreement for capital securities.	*
1.12	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series A of GS Finance Corp.	**
1.13	Form of Amended and Restated Distribution Agreement for Medium-Term Notes, Series E of GS Finance Corp.	**
1.14	Form of Distribution Agreement for warrants of GS Finance Corp.	*
1.15	Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	*

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Exhibit No.	Description	Incorporated by Reference to Filings Indicated
1.16	Form of Underwriting Agreement for senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	*
1.17	Form of Underwriting Agreement for subordinated debt securities of GS Finance Corp.	*
1.18	Form of Underwriting Agreement for warrants of GS Finance Corp.	*
1.19	Form of Underwriting Agreement for units of GS Finance Corp.	*
1.20	Form of Brokerage Agreement relating to Certificates of Deposit of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.).	Exhibit 1.20 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 154173), filed on October 21, 2008.
1.21	Form of Distribution Agreement relating to Deposit Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.).	*
1.22	Form of Distribution Agreement relating to Notes of Goldman Sachs Bank USA (or any successor thereto or any other banking subsidiary of The Goldman Sachs Group, Inc.).	*
1.23	Form of underwriting agreement for senior guaranteed trust securities.	*
2.1	Amended and Restated Plan of Incorporation of The Goldman Sachs Group, L.P.	Exhibit 2.1 to Amendment No. 2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333- 74449), filed on April 30, 1999.
2.2	Certificate of Incorporation of GS Finance Corp.	Exhibit 2.5 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.

II-28

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.1	Specimen of certificate representing The Goldman Sachs Group, Inc.’s common stock, par value $0.01 per share.	Exhibit 4.1 to Post- Effective Amendment No. 3 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 154173), filed on April 6, 2009.
4.2	Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., including Certificates of Designations relating to Preferred Stock Series A, B, C, D, E and F.	Exhibit 3.2 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended March 31, 2011, filed on May 9, 2011.
4.3	Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc.	Exhibit 6 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on June 29, 1999.
4.4	Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to senior debt securities of The Goldman Sachs Group, Inc.	Exhibit 4.82 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.5	Subordinated Debt Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to subordinated debt securities of The Goldman Sachs Group, Inc.	Exhibit 4.2 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2003.
4.6	Certificate of Trust of Goldman Sachs Capital II.	Exhibit 4.12 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.

II-29

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.7	Amended and Restated Declaration of Trust of Goldman Sachs Capital II.	Exhibit 99.5 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007621).
4.8	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital II.	Exhibit 4.19 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.9	Guarantee Agreement for Goldman Sachs Capital II.	Exhibit 99.7 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007621).
4.10	Certificate of Trust of Goldman Sachs Capital III.	Exhibit 4.14 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.11	Amended and Restated Declaration of Trust of Goldman Sachs Capital III.	Exhibit 99.5 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007622).
4.12	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital III.	Exhibit 4.20 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.

II-30

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.13	Guarantee Agreement for Goldman Sachs Capital III.	Exhibit 99.7 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007622).
4.14	Certificate of Trust of Goldman Sachs Capital IV.	Exhibit 4.16 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.15	Form of Amended and Restated Trust Agreement for Goldman Sachs Capital IV.	Exhibit 4.9 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.16	Trust Agreement of Goldman Sachs Capital IV.	Exhibit 4.17 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.17	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital IV.	Exhibit 4.21 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.18	Form of Guarantee Agreement for Goldman Sachs Capital IV.	Exhibit 4.25 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.19	Certificate of Trust of Goldman Sachs Capital V.	Exhibit 4.17 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.

II-31

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.20	Form of Amended and Restated Trust Agreement for Goldman Sachs Capital V.	Exhibit 4.9 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.21	Trust Agreement of Goldman Sachs Capital V.	Exhibit 4.18 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.22	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital V.	Exhibit 4.24 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.23	Form of Guarantee Agreement for Goldman Sachs Capital V.	Exhibit 4.29 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.24	Certificate of Trust of Goldman Sachs Capital VI.	Exhibit 4.19 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.25	Form of Amended and Restated Trust Agreement for Goldman Sachs Capital VI.	Exhibit 4.10 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.26	Trust Agreement of Goldman Sachs Capital VI.	Exhibit 4.20 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.

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Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.27	Form of Agreement as to Expenses and Liabilities for Goldman Sachs Capital VI.	Exhibit 4.25 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.28	Form of Guarantee Agreement for Goldman Sachs Capital VI.	Exhibit 4.30 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-122977), filed on February 24, 2005.
4.29	Warrant Indenture, dated as of February 14, 2006, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee, with respect to warrants of The Goldman Sachs Group, Inc.	Exhibit 4.34 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (No. 333- 130074), filed on March 1, 2006.
4.30	Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold attached to debt securities of The Goldman Sachs Group, Inc.	*
4.31	Form of Debt Warrant Agreement for warrants of The Goldman Sachs Group, Inc. sold alone.	*
4.32	Form of Warrant Agreement for universal warrants of The Goldman Sachs Group, Inc.	*
4.33	Deposit Agreement, dated as of October 21, 2005, between The Goldman Sachs Group, Inc. and JP Morgan Chase Bank, N.A., including form of depositary receipt.	Exhibit 5 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on October 28, 2005.
4.34	Form of Unit Agreement of The Goldman Sachs Group, Inc., including form of unit certificate.	*
4.35	Form of Unit Agreement Without Holders’ Obligation of The Goldman Sachs Group, Inc.	*
4.36	Form of senior debt securities of The Goldman Sachs Group, Inc., issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.3).

II-33

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.37	Form of senior debt securities of The Goldman Sachs Group, Inc. issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee (included in Exhibit 4.4).
4.38	Form of floating rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.45 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.39	Form of floating rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.46 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.40	Form of fixed rate senior debt security issued under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.55 to Post- Effective Amendment No. 2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on February 3, 2006.
4.41	Form of fixed rate senior debt security issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.91 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-130074), filed on July 17, 2008.
4.42	Form of subordinated debt securities of The Goldman Sachs Group, Inc. (included in Exhibit 4.5).
4.43	Form of Floating Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.50 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.44	Form of Floating Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	**

II-34

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.45	Form of Fixed Rate Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.4 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333- 75321), filed on July 1, 1999.
4.46	Form of Fixed Rate Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.85 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.47	Form of Mandatory Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.5 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333- 75321), filed on July 1, 1999.
4.48	Form of Mandatory Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.86 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.49	Form of Exchangeable Medium-Term Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 4.6 to Post- Effective Amendment No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-1 (No. 333-75321), filed on July 1, 1999.
4.50	Form of Exchangeable Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.87 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.

II-35

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.51	Form of Exchange Traded Note, Series B, of The Goldman Sachs Group, Inc.	Exhibit 99.2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (File No. 001-14965), filed on June 26, 2007.
4.52	Form of Index-Linked Medium-Term Note, Series D, of The Goldman Sachs Group, Inc.	Exhibit 4.88 to Post- Effective Amendment No. 11 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333- 130074), filed on July 17, 2008.
4.53	Specimen Master Medium-Term Note, Series B, dated September 19, 2011, of The Goldman Sachs Group, Inc.	**
4.54	Specimen Master Medium-Term Note, Series D, dated September 19, 2011, of The Goldman Sachs Group, Inc.	**
4.55	Form of put warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29).
4.56	Form of call warrant of The Goldman Sachs Group, Inc. (included in Exhibit 4.29).
4.57	Form of universal warrant of The Goldman Sachs Group, Inc.	Exhibit 4.57 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 7 to Registration Statement on Form S-3 (No. 333-130074), filed on February 20, 2007.
4.58	Form of Prepaid Purchase Contract of The Goldman Sachs Group, Inc.	*
4.59	Form of Non-Prepaid Purchase Contract (Issuer Sale) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32).
4.60	Form of Non-Prepaid Purchase Contract (Issuer Purchase) of The Goldman Sachs Group, Inc. (to be included in Exhibit 4.32).
4.61	Form of Capital Security (included in Exhibits 4.7, 4.11, 4.15, 4.20, 4.25 and 4.86).

II-36

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.62	Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp.	Exhibit 4.69 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.
4.63	Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to senior debt securities of GS Finance Corp.	Exhibit 4.70 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.64	Form of Unit Agreement of GS Finance Corp., including form of units.	*
4.65	Form of Unit Agreement Without Holders’ Obligation of GS Finance Corp.	*
4.66	Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.62).
4.67	Form of senior debt securities of GS Finance Corp., issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee (included in Exhibit 4.63).
4.68	Form of Floating Rate Medium-Term Note, Series A, of GS Finance Corp.	Exhibit 4.75 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.69	Form of Floating Rate Medium-Term Note, Series E, of GS Finance Corp.	**
4.70	Form of Fixed Rate Medium-Term Note, Series A, of GS Finance Corp.	Exhibit 4.76 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.

II-37

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.71	Form of Fixed Rate Medium-Term Note, Series E, of GS Finance Corp.	Exhibit 4.78 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.72	Form of Index-Linked Medium-Term Note, Series A, of GS Finance Corp.	Exhibit 4.77 to The Goldman Sachs Group, Inc.’s Post-Effective Amendment No. 10 to Registration Statement on Form S-3 (No. 333- 130074), filed on December 4, 2007.
4.73	Form of Index-Linked Medium-Term Note, Series E, of GS Finance Corp.	Exhibit 4.80 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 10, 2008.
4.74	Specimen Master Medium-Term Note, Series E, dated September 19, 2011, of GS Finance Corp.	**
4.75	Form of guarantee, issued under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.62).
4.76	Form of guarantee, issued under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, by The Goldman Sachs Group, Inc. of senior debt securities of GS Finance Corp. (included in Exhibit 4.63).
4.77	General Guarantee Agreement, dated October 21, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA.	Exhibit 4.85 to Post- Effective No. 1 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on October 21, 2008.
4.78	General Guarantee Agreement, dated December 1, 2008, made by The Goldman Sachs Group, Inc. relating to certain obligations of Goldman Sachs Bank USA.	Exhibit 4.80 to Post- Effective No. 2 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-154173), filed on March 19, 2009.

II-38

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.79	Form of floating rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.5 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.80	Form of fixed rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.6 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.81	Form of floating rate Medium-Term Note, Series D (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.7 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.82	Form of fixed rate Medium-Term Note, Series D (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.8 to The Goldman Sachs Group, Inc.’s Annual Report on Form 10-K (No. 001- 14965) for the fiscal year ended November 28, 2008.
4.83	Form of floating rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.1 to The Goldman Sachs Group, Inc.’s Current Report on Form 8-K (No. 001- 14965), dated November 25, 2008 and filed on December 1, 2008.
4.84	Form of fixed rate senior debt security (TLGP) issued under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	Exhibit 4.2 to The Goldman Sachs Group, Inc.’s Current Report on Form 8-K (No. 001-14965), dated November 25, 2008 and filed on December 1, 2008.

II-39

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.85	Certificate of Trust of Goldman Sachs Capital I.	Exhibit 4.10 to The Goldman Sachs Group, Inc.’s Registration Statement on Form S-3 (No. 333-112367), filed on January 30, 2004.
4.86	Amended and Restated Trust Agreement of Goldman Sachs Capital I.	Exhibit 4.2 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.87	Agreement as to Expenses and Liabilities for Goldman Sachs Capital I.	Exhibit 4.3 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.88	Guarantee Agreement for Goldman Sachs Capital I.	Exhibit 4.4 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.89	Supplemental Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated debentures of The Goldman Sachs Group, Inc.	Exhibit 4.1 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended February 27, 2004, filed on April 6, 2004.
4.90	Second Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	Exhibit 99.4 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07-007621).

II-40

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.91	Third Supplemental Indenture, dated as of May 15, 2007, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	Exhibit 99.4 to The Goldman Sachs Group, Inc.’s Registration Statement on Form 8-A (No. 001-14965), filed on May 17, 2007 (SEC Accession No. 0000950123-07- 007622).
4.92	Fourth Supplemental Indenture, dated as of February 6, 2012, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	***
4.93	Fifth Supplemental Indenture, dated as of February 6, 2012, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, with respect to the junior subordinated notes of The Goldman Sachs Group, Inc.	***
4.94	Certificate of Trust of Murray Street Investment Trust I.	***
4.95	Declaration of Trust of Murray Street Investment Trust I.	***
4.96	Certificate of Trust of Murray Street Investment Trust II.	***
4.97	Declaration of Trust of Murray Street Investment Trust II.	***
4.98	Certificate of Trust of Vesey Street Investment Trust I.	***
4.99	Declaration of Trust of Vesey Street Investment Trust I.	***
4.100	Certificate of Trust of Vesey Street Investment Trust II.	***
4.101	Declaration of Trust of Vesey Street Investment Trust II.	***
4.102	Form of Amended and Restated Declaration of Trust of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I, and Vesey Street Investment Trust II.	***

II-41

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
4.103	Form of senior guaranteed trust securities (included in Exhibit 4.102).
4.104	Form of Guarantee Agreement for the holders of the senior guaranteed trust securities of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I, and Vesey Street Investment Trust II.	***
5.1	Opinion of Richards, Layton & Finger, P.A. as to the validity of the capital securities, the enforceability of the trust agreements and the formation of the Issuer Trust with respect to Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI.	**
5.2	Opinion of Sullivan & Cromwell LLP relating to (i) debt securities, warrants, purchase contracts, units, preferred stock and depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc. and (ii) debt securities, warrants and units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc.	**
5.3	Opinion of Sullivan & Cromwell LLP relating to the Guarantees by The Goldman Sachs Group, Inc. of specified certificates of deposit of Goldman Sachs Bank USA.	**
5.4	Opinion of Sullivan & Cromwell LLP relating to the Guarantee by The Goldman Sachs Group, Inc. of Notes and Deposit Notes of Goldman Sachs Bank USA.	**
5.5	Opinion of Sidley Austin LLP as to the legality of certain debt securities of The Goldman Sachs Group, Inc.	**
5.6	Opinion of Richards, Layton & Finger, P.A. as to the validity of the senior guaranteed trust securities, the enforceability of the trust declarations and the formation of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II.	***
5.7	Opinion of Sullivan & Cromwell LLP relating to (i) the senior guaranteed trust securities of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II and (ii) guarantees thereof of The Goldman Sachs Group, Inc.	***

II-42

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
8.1	Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, preferred stock and depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc.	**
8.2	Tax Opinion of Sullivan & Cromwell LLP relating to debt securities, warrants and units of GS Finance Corp. and guarantees thereof of The Goldman Sachs Group, Inc.	**
8.3	Tax Opinion of Sidley Austin LLP relating to certain debt securities, preferred stock and depositary shares of The Goldman Sachs Group, Inc., and capital securities of Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs Capital III, Goldman Sachs Capital IV, Goldman Sachs Capital V and Goldman Sachs Capital VI and guarantees thereof of The Goldman Sachs Group, Inc.	**
8.4	Tax Opinion of Sullivan & Cromwell LLP relating to (i) the senior guaranteed trust securities of Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II and (ii) guarantees thereof of The Goldman Sachs Group, Inc.	*
12.1	Statement re: Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends.	Exhibit 12.1 to The Goldman Sachs Group, Inc.’s Quarterly Report on Form 10-Q (No. 001-14965) for the quarterly period ended September 30, 2011, filed on November 9, 2011.
15.1	Letter re Unaudited Interim Financial Information	**
23.1	Consent of Independent Registered Public Accounting Firm.	***
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.1 and 5.6 above).
23.3	Consents of Sullivan & Cromwell LLP (included in Exhibits 5.2, 5.3, 5.4, 5.7, 8.1, 8.2 and 8.4 above).
23.4	Consents of Sidley Austin LLP (included in Exhibits 5.5 and 8.3 above).
24.1	Power of Attorney (included on signature pages).	**
24.2	Power of Attorney for M. Michele Burns.	***

II-43

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
25.1	Statement of Eligibility of senior debt trustee under the Indenture, dated as of May 19, 1999, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee	**
25.2	Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of July 16, 2008, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	**
25.3	Statement of Eligibility of subordinated debt trustee under the Subordinated Debt Indenture, dated as of February 20, 2004, between The Goldman Sachs Group, Inc. and The Bank of New York Mellon, as trustee.	**
25.4	Statement of Eligibility of warrant trustee of The Goldman Sachs Group, Inc.	**
25.5	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital I.	**
25.6	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital II.	**
25.7	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital III.	**
25.8	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital IV.	**
25.9	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital V.	**
25.10	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Amended and Restated Trust Agreement of Goldman Sachs Capital VI.	**
25.11	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital I.	**
25.12	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital II.	**
25.13	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital III.	**

II-44

Exhibit No.	Description	Incorporated by Reference to Filings Indicated
25.14	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital IV.	**
25.15	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital V.	**
25.16	Statement of Eligibility of The Bank of New York Mellon under the Guarantee for the benefit of the holders of capital securities of Goldman Sachs Capital VI.	**
25.17	Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of December 4, 2007, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	**
25.18	Statement of Eligibility of senior debt trustee under the Senior Debt Indenture, dated as of October 10, 2008, among GS Finance Corp., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.	**
25.19	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Murray Street Investment Trust I.	***
25.20	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Murray Street Investment Trust II.	***
25.21	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Vesey Street Investment Trust I.	***
25.22	Statement of Eligibility of The Bank of New York Mellon to act as trustee under the Form of Amended and Restated Declaration of Trust of Vesey Street Investment Trust II.	***
25.23	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Murray Street Investment Trust I.	***
25.24	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Murray Street Investment Trust II.	***
25.25	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Vesey Street Investment Trust I.	***
25.26	Statement of Eligibility of The Bank of New York Mellon under the Guarantee Agreement for the benefit of the holders of the senior guaranteed trust securities of Vesey Street Investment Trust II.	***

II-45

* To be filed as an exhibit to a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K, or a Post-Effective Amendment to this Registration Statement on Form S-3 and incorporated herein by reference.

** Previously filed with the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 19, 2011.

*** Filed herewith.

II-46

EX-4.92

Exhibit 4.92

EXECUTION VERSION

THE GOLDMAN SACHS GROUP, INC.,

as Issuer

TO

THE BANK OF NEW YORK MELLON,

as Trustee

Fourth Supplemental Indenture

Dated as of February 6, 2012

$1,750,010,000

Remarketable 5.593% Junior Subordinated Notes due 2043

FOURTH SUPPLEMENTAL INDENTURE, dated as of February 6, 2012, between The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 200 West Street, New York, New York 10282, and The Bank of New York Mellon, a New York banking corporation, as Trustee, to the Subordinated Debt Indenture, dated as of February 20, 2004, between the Company and the Trustee (the “Original Indenture”).

W I T N E S S E T H :

WHEREAS, the Original Indenture provides for the issuance from time to time thereunder, in one or more series, of unsecured debentures, notes or other evidence of indebtedness of the Company, and Section 301 of the Original Indenture provides for the establishment of the form or terms of Securities of any series issued thereunder, and any additions to, changes in or eliminations of any provisions of the Original Indenture in respect of such series as provided therein, through one or more supplemental indentures;

WHEREAS, the Company, by a Second Supplemental Indenture, dated as of May 15, 2007 (the “Second Supplemental Indenture”), created and issued a series of Securities known as the Company’s Remarketable 5.593% Junior Subordinated Notes due 2043 (the “Notes”), the terms and provisions of which were as specified in the Second Supplemental Indenture, and to the extent not added to, changed or eliminated by the Second Supplemental Indenture, the Original Indenture;

WHEREAS, the Company wishes to make certain changes as specified herein to the terms of and provisions for the Notes;

WHEREAS, Section 902 of the Original Indenture, as supplemented by Section 2.9 of the Second Supplemental Indenture and Section 6.1(b) of the Trust Agreement (as defined in this Fourth Supplemental Indenture), taken together permit the Company, when authorized by a Board Resolution, to enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Original Indenture, as amended and supplemented by the Second Supplemental Indenture, or of modifying in any manner the rights of the Holders of the Notes, and the Trustee with the consent of the Holders of at least a majority in principal amount of the Outstanding Notes and a majority of the aggregate liquidation amount of the outstanding APEX, subject to certain limitations set forth therein;

WHEREAS, the Company has obtained the consent to the amendments to the Indenture set forth herein from the Holders of a majority in principal amount of the Notes currently Outstanding and the holders of a majority of the aggregate liquidation amount of the outstanding APEX and has delivered to the Trustee evidence satisfactory to the Trustee that such consents have been given and, as of the date hereof, have not been withdrawn or revoked;

WHEREAS, the Company has duly authorized the execution and delivery of this Fourth Supplemental Indenture; and

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

NOW, THEREFORE, for and in consideration of the premises, the Company covenants and agrees with the Trustee as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Provisions of the Indenture

Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions of the Original Indenture, as supplemented and amended by the Second Supplemental Indenture, shall remain in full force and effect and, for all purposes of this Fourth Supplemental Indenture (including the recitals hereto), shall have the meanings assigned to then in the Second Supplemental Indenture or the Original Indenture, as applicable. The Indenture, as amended and supplemented by this Fourth Supplemental Indenture, is in all respects ratified and confirmed. The Original Indenture, as supplemented and amended by the Second Supplemental Indenture and this Fourth Supplemental Indenture, shall be read, taken and considered as one and the same instrument for all purposes and every Holder of Notes authenticated and delivered under the Indenture (and every holder of Senior Debt with respect to the Notes) shall be bound hereby.

Section 1.2 Rules of Interpretation

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

(i) “Fourth Supplemental Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof;

(ii) all terms used in this Fourth Supplemental Indenture that are defined in the Indenture or the Trust Agreement have the meanings assigned to them therein, except as otherwise provided in this Fourth Supplemental Indenture;

(iii) references to any agreement or other instrument are to such agreement or other instrument as it has been or may be amended or supplemented from time to time; and

(iv) references to the Second Supplemental Indenture in such Second Supplemental Indenture or in this Fourth Supplemental Indenture shall be references to the Second Supplemental Indenture as amended and supplemented by this Fourth Supplemental Indenture.

ARTICLE II

AMENDMENTS AND DELETIONS

The provisions of the Second Supplemental Indenture are hereby modified as follows:

(a) Section 1.2(f) is hereby amended by adding the following terms (and where appropriate, by deleting the definition of any such term currently set forth therein):

2

“Final Remarketing” means (i) a Remarketing for a settlement date on May 1, 2013 (or if such day is not a Business Day, the immediately succeeding Business Day), (ii) in the case of an Early Remarketing, the fifth scheduled Remarketing or (iii) in the case of an Early Remarketing in connection with clause (ii) of the definition of Early Settlement Event, the first Remarketing.

“Indenture” means the Original Indenture as originally executed, as it is supplemented and amended by the Supplemental Indenture, dated as of February 20, 2004, between the Company and the Trustee, this Second Supplemental Indenture and the Fourth Supplemental Indenture and as it may from time to time be further supplemented or amended by one or more other indentures supplemental thereto entered into pursuant to the applicable provisions thereof, including, for all purposes of such instrument, this Second Supplemental Indenture, as amended and supplemented by the Fourth Supplemental Indenture, and any such other supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern such instrument, this Second Supplemental Indenture, the Fourth Supplemental Indenture and any such other supplemental indenture, respectively. The term “Indenture” shall also include the terms of the Notes.

“Remarketing Period” means the period commencing on the date 14 days after the date of the Fourth Supplemental Indenture (or such later date as shall be determined by the Company in its absolute discretion) and ending on the third Business Day preceding June 1, 2012, and the 75-day period (or such shorter period as shall be determined by the Company in its absolute discretion) ending on the third Business Day preceding each of September 1, 2012, December 1, 2012, March 1, 2013 and June 1, 2013 until the settlement of a Successful Remarketing, or if an Early Settlement Event shall have occurred, each of the periods determined in accordance with Section 3.4.

“Remarketing Settlement Date” means the third Business Day following the date of a Successful Remarketing or, if the Remarketing is Successful on a date that is within seven Business Days of the Stock Purchase Date, the Stock Purchase Date.

“Remarketing Value” means, in respect of a Note, the amount equal to the value on the Remarketing Settlement Date of U.S. Treasury securities that will pay, on or prior to the Stock Purchase Date, an amount of cash equal to the principal amount of, plus the interest payable on, such Note on the next Regular Distribution Date, including any deferred interest, assuming for this purpose, even if not true, that the interest rate on the Notes remains at the rate in effect immediately prior to the Remarketing and all accrued and unpaid interest on the Notes is paid in cash on such date; provided that the Remarketing Value shall be calculated on the assumptions that (x) the U.S. Treasury securities are highly liquid and mature on or within five Business Days prior to the Stock Purchase Date, as determined in good faith by the Remarketing Agent in a manner intended to minimize the cash value of the U.S. Treasury securities, and (y) the U.S. Treasury securities are valued based on the ask-side price of such U.S. Treasury securities at a time between 9:00 A.M. and 11:00 A.M., New York City time, selected by the Remarketing Agent, on the date of Remarketing, as determined on a third-day settlement basis by a reasonable and customary means selected in good faith by the Remarketing Agent, plus accrued interest to that date; provided that if the Remarketing Settlement Date is the Stock Purchase Date, the Remarketing Value shall equal the principal amount of the Note.

“Reset Rate” means, if any tranche of Notes is remarketed as fixed rate notes, the rate of interest on such tranche of Notes set in a Remarketing, as specified in Section 3.3(a).

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“Reset Spread” means, if any tranche of Notes is remarketed as floating rate notes, the spread, if any, set in a Remarketing with respect to such tranche of Notes, as specified in Section 3.3(a).

“Stated Maturity Date” means June 1, 2043 or, with respect to any tranche of Notes, such earlier date as may be specified by the Company with respect to such tranche of Notes following a Remarketing in accordance with Article III.

(b) The definitions of Fixed Rate Reset Cap and Floating Rate Reset Cap appearing in Section 1.2 are hereby deleted.

(c) Section 2.4 is hereby amended by inserting a new Section 2.4(f) at the end thereof as follows:

(f) Any Notes held by the Custodial Agent in the Custody Account shall be exchanged on the Remarketing Settlement Date for new Notes of one or several tranches, as the case may be, into which the Remarketed Notes are exchanged pursuant to Article III having the same aggregate principal amount as the Notes so exchanged. The principal amount of the Notes of each tranche so issued shall be in the same proportions as the Remarketed Notes of such tranche are issued pursuant to Article III.

(d) Section 2.9(b) is hereby amended by deleting the word “or” at the end of subparagraph (13) thereof, deleting the ending quotation marks at the end of subparagraph (14) thereof, inserting the word “or” following the semicolon at the end of subparagraph (14) thereof, and inserting at the end of paragraph (b) thereof a new subparagraph (15) as follows:

(15) in the event any Notes are sold in the Remarketing to one or more statutory trusts sponsored by the Company, to modify the provisions of Sections 2.7, 2.9(c), 2.10 through 2.15, 4.1 and 7.3 to make comparable provision with respect to each such trust and the holders of its trust securities, and to modify the definitions of “Investment Company Event” and “Tax Event” to refer to each such statutory trust in lieu of the Issuer Trust and to replace references to the date of issuance of the APEX with references to the Remarketing Settlement Date.

(e) Section 3.1(d) is hereby amended and restated in its entirety as follows:

(d) If a Remarketing Disruption Event has occurred and is continuing as of the last day of a Remarketing Period other than the fifth Remarketing Period and no Early Settlement Event has occurred, the Company may elect not to attempt a Remarketing on that day. If the Company makes such election, the Remarketing for the related Remarketing Period will be deemed Unsuccessful and the Company shall be obligated to use commercially reasonable efforts to effect the Remarketing in the next succeeding Remarketing Period.

(f) Section 3.2 is hereby amended and restated in its entirety as follows:

In connection with Remarketings, the Company shall have the right hereunder, subject to Section 3.3(a), without the consent of any Holder of the Notes or any APEX Holders, at any time prior to the sale of the Notes in the Remarketing, to:

(a) divide the Notes into multiple tranches, and if so, determine the principal amount of each tranche of Notes into which each Note shall be exchanged, it being understood

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that the aggregate principal amount of such Notes shall equal the principal amount of Notes so exchanged and that each Note shall be exchanged in the same proportion as each other Note, and that the authorized denominations of each tranche of Notes shall be changed to the extent necessary to avoid the issuance of Notes in denominations that are not authorized denominations as a result of such exchange;

(b) keep the Stated Maturity Date of any tranche of Notes at June 1, 2043 or change it to an earlier date (specifying such date if applicable); provided that the Stated Maturity Date of any tranche of Notes may not be changed to a date earlier than the later of (i) June 1, 2016 and (ii) if the Remarketing Settlement Date occurs during an Extension Period, the seventh anniversary of the first day of such Extension Period;

(c) change the date after which any tranche of Notes will be redeemable at the Company’s option and the redemption price or prices; provided that no redemption date for any tranche of Notes may be earlier than the later of (i) June 1, 2016 and (ii) if the Remarketing Settlement Date occurs during an Extension Period, the seventh anniversary of the first day of such Extension Period; and provided, further, that no Redemption Price may be less than the 100% of the principal amount of such tranche of Notes plus accrued and unpaid interest, including deferred interest, if any, to the Redemption Date, in accordance with Article XI of the Original Indenture;

(d) in connection with a Final Remarketing that is not an Early Remarketing or an Early Remarketing that is not the first scheduled Remarketing, exercise its right under Section 6.2 to cause the subordination provisions in the Original Indenture to cease to apply to the Notes, if the Remarketing is Successful, from and after the Remarketing Settlement Date and if so, also elect that the Notes shall no longer be subject to the interest deferral provisions of Sections 2.5(b) through (e);

(e) remarket each tranche of Notes as fixed rate notes or floating rate notes;

(f) if the Notes of any tranche will be remarketed as floating rate notes, determine the applicable index (which must be a qualified floating rate) and the interest payment dates and manner of calculation of interest on such tranche of Notes, which the Company may change to correspond with the market conventions applicable to notes bearing interest at rates based on the applicable index; and

(g) following a Failed Remarketing:

(i) keep the Stated Maturity Date at June 1, 2043 or change it to an earlier date, which date shall not be earlier than June 1, 2016 (specifying such date if applicable); and

(ii) change the date after which the Notes will be redeemable at the Company’s option (which date shall not be earlier than June 1, 2016) and the redemption price or prices;

provided that if the Failed Remarketing occurs during an Extension Period any changed Stated Maturity Date determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be earlier than the seventh anniversary of the first day of such Extension Period.

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Any such changes to the terms of the Notes made by the Company pursuant to clauses (a) through (f) shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Notes as of the Remarketing Settlement Date and any such elections made by the Company pursuant to clause (g) in connection with a Failed Remarketing shall come into effect in respect of the Notes upon the announcement by the Company that the Final Remarketing is a Failed Remarketing.

(g) Sections 3.3(a) through (c) are hereby amended and restated in their entirety as follows:

(a) As part of and in connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate or Reset Spread with respect to each tranche of Notes, subject to Sections 3.3(b) through (e), pursuant to the Remarketing Agreement and in accordance with the other provisions of this Article III, that will apply to all Notes of such tranche (whether or not sold in the Remarketing) if such Remarketing is Successful for each Interest Period or portion thereof commencing on or after such Remarketing Settlement Date, subject to the following provisions and limitations:

(i) the interest rate on any tranche of Notes may not at any time be less than 0% per annum; and

(ii) if (A) the interest rate on any tranche of Notes is not a fixed rate or a “qualified floating rate” (as defined in U.S. Treasury regulations section 1.1275-5(b)), (B) interest on such tranche of Notes is not unconditionally payable at intervals of no more than one year through the remaining term of the Notes, or (C) the redemption price of such tranche of Notes is not their principal amount (disregarding a customary call premium that is fixed or objectively determinable based on a qualified floating rate), then the Company shall have received a written opinion of Sullivan & Cromwell LLP or other nationally recognized tax counsel experienced in such matters to the effect that the discussion contained in the Prospectus under the heading “Certain U.S. Federal Income Tax Consequences” is materially correct, taking into account all of the terms of such tranche of Notes following the Remarketing.

(b) If the Remarketing has been determined to be Successful in accordance with Section 3.5(a) by approximately 4:30 P.M., New York City time, on the date of such Successful Remarketing, (i) the Remarketing Agent shall notify the Company, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee that the Remarketing was Successful and the Reset Rate or Reset Spread determined with respect to each tranche of Notes as part of such Remarketing in accordance with this Article III and (ii) the Company shall notify the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee of the changes to the terms of the Notes made pursuant to Section 3.2.

(c) If a Remarketing is Successful, then commencing with the related Remarketing Settlement Date the interest rate on each tranche of Notes shall be reset to the rate, determined in accordance with this Article III pursuant to such Remarketing and the other changes, if any, in the terms of such tranche of Notes as notified by the Company pursuant to Section 3.2(b), shall become effective in accordance with this Article III.

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(h) Section 3.4 is hereby amended and restated in its entirety as follows:

If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Periods, for the purposes of this Section 3.4, shall be the five Business Day periods commencing on the seventh Business Day prior to a February 8, May 1, August 1 or November 1 (or if any such day is not a Business Day, the next Business Day) (which will also be a “Remarketing Settlement Date” for the purposes of this Section 3.4), and concluding with the earlier to occur of the fifth such date and a Successful Remarketing; provided that in the case of an Early Settlement Event of the type described in clause (ii) of the definition of such term, there shall be only one Remarketing Period, and if the Remarketing conducted on such date is not Successful, it shall be a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 1, June 1, September 1 or December 1 (or if such day is not a Business Day, the next Business Day).

(i) Section 3.5(c) is hereby deleted in its entirety.

(j) Section 3.6 is hereby amended and restated in its entirety as follows:

Notwithstanding any provision of the Indenture to the contrary, the Company and the Trustee may enter into a supplemental indenture without the consent of any Holder of the Notes or of any APEX Holder (i) to reflect any modifications to the terms of the Notes pursuant to the terms of this Article III and to provide for the exchange of the Notes for Notes in the form reflecting such modifications and adopted pursuant to such supplemental indenture or (ii) to correct or supplement any provision in the Indenture that may be inconsistent with the Fourth Supplemental Indenture or which may be necessary in order to give effect to the amendments to the Indenture as applicable to the Notes provided for in the Fourth Supplemental Indenture.

(k) The Regular Record Date for each payment of interest on the Notes due after the date hereof shall be the calendar day immediately preceding the applicable Interest Payment Date.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Separability of Invalid Provisions

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

Section 3.2 Execution in Counterparts

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

Section 3.3 Effectiveness

This Fourth Supplemental Indenture will become effective upon its execution and delivery.

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Section 3.4 Successors and Assigns

All covenants and agreements in the Indenture, as supplemented and amended by this Fourth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

Section 3.5 Further Assurances

The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this Fourth Supplemental Indenture.

Section 3.6 Effect of Recitals

The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture or of the Notes. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof.

Section 3.7 Ratification of Indenture

The Indenture as supplemented by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.8 Governing Law

This Fourth Supplemental Indenture 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 parties hereto have caused this Fourth Supplemental Indenture to be duly executed all as of the day and year first above written.

THE GOLDMAN SACHS GROUP, INC.
By:	/s/ Ellis Whipple
Name:	Ellis Whipple
Title:	Assistant Treasurer
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

EX-4.93

Exhibit 4.93

EXECUTION VERSION

THE GOLDMAN SACHS GROUP, INC.,

as Issuer

TO

THE BANK OF NEW YORK MELLON,

as Trustee

Fifth Supplemental Indenture

Dated as of February 6, 2012

$500,010,000

Remarketable Floating Rate Junior Subordinated Notes due 2043

FIFTH SUPPLEMENTAL INDENTURE, dated as of February 6, 2012, between The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 200 West Street, New York, New York 10282, and The Bank of New York Mellon, a New York banking corporation, as Trustee, to the Subordinated Debt Indenture, dated as of February 20, 2004, between the Company and the Trustee (the “Original Indenture”).

W I T N E S S E T H :

WHEREAS, the Original Indenture provides for the issuance from time to time thereunder, in one or more series, of unsecured debentures, notes or other evidence of indebtedness of the Company, and Section 301 of the Original Indenture provides for the establishment of the form or terms of Securities of any series issued thereunder, and any additions to, changes in or eliminations of any provisions of the Original Indenture in respect of such series as provided therein, through one or more supplemental indentures;

WHEREAS, the Company, by a Third Supplemental Indenture dated as of May 15, 2007 (the “Third Supplemental Indenture”), created and issued a series of Securities known as the Company’s Remarketable Floating Rate Junior Subordinated Notes due 2043 (the “Notes”), the terms and provisions of which were as specified in the Third Supplemental Indenture and, to the extent not added to, changed or eliminated by the Third Supplemental Indenture, the Original Indenture;

WHEREAS, the Company wishes to make certain changes as specified herein to the terms of and provisions for the Notes;

WHEREAS, Section 902 of the Original Indenture, as supplemented by Section 2.9 of the Third Supplemental Indenture and Section 6.1(b) of the Trust Agreement (as defined in this Fifth Supplemental Indenture), taken together permit the Company, when authorized by a Board Resolution, to enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Original Indenture, as amended and supplemented by the Third Supplemental Indenture, or of modifying in any manner the rights of the Holders of the Notes, and the Trustee with the consent of the Holders of at least a majority in principal amount of the Outstanding Notes and a majority of the aggregate liquidation amount of the outstanding APEX, subject to certain limitations set forth therein;

WHEREAS, the Company has obtained the consent to the amendments to the Indenture set forth herein from the Holders of a majority in principal amount of the Notes currently Outstanding and the holders of a majority of the aggregate liquidation amount of the outstanding APEX and has delivered to the Trustee evidence satisfactory to the Trustee that such consents have been given and, as of the date hereof, have not been withdrawn or revoked;

WHEREAS, the Company has duly authorized the execution and delivery of this Fifth Supplemental Indenture; and

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

NOW, THEREFORE, for and in consideration of the premises, the Company covenants and agrees with the Trustee as follows:

ARTICLE II

DEFINITIONS

Section 2.1 Provisions of the Indenture

Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions of the Original Indenture, as supplemented and amended by the Third Supplemental Indenture, shall remain in full force and effect and, for all purposes of this Fifth Supplemental Indenture (including the recitals hereto), shall have the meanings assigned to them in the Third Supplemental Indenture or the Original Indenture, as applicable. The Indenture, as amended and supplemented by this Fifth Supplemental Indenture, is in all respects ratified and confirmed. The Original Indenture, as supplemented and amended by the Third Supplemental Indenture and this Fifth Supplemental Indenture, shall be read, taken and considered as one and the same instrument for all purposes and every Holder of Notes authenticated and delivered under the Indenture (and every holder of Senior Debt with respect to the Notes) shall be bound hereby.

Section 2.2 Rules of Interpretation

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

(i) “Fifth Supplemental Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

(ii) all terms used in this Fifth Supplemental Indenture that are defined in the Indenture or the Trust Agreement have the meanings assigned to them therein, except as otherwise provided in this Fifth Supplemental Indenture;

(iii) references to any agreement or other instrument are to such agreement or other instrument as it has been or may be amended or supplemented from time to time; and

(iv) references to the Third Supplemental Indenture in such Third Supplemental Indenture or in this Fifth Supplemental Indenture shall be references to the Third Supplemental Indenture as amended and supplemented by this Fifth Supplemental Indenture.

ARTICLE III

AMENDMENTS AND DELETIONS

The provisions of the Third Supplemental Indenture are hereby modified as follows:

(a) Section 1.2(f) is hereby amended by adding the following terms (and where appropriate, by deleting the definition of any such term currently set forth therein):

“Final Remarketing” means (i) a Remarketing for a settlement date on August 1, 2013 (or if such day is not a Business Day, the immediately succeeding Business Day), (ii) in the case of an Early Remarketing, the fifth scheduled Remarketing or (iii) in the case of an Early Remarketing in connection with clause (ii) of the definition of Early Settlement Event, the first Remarketing.

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“Indenture” means the Original Indenture as originally executed, as it is supplemented and amended by the Supplemental Indenture, dated as of February 20, 2004, between the Company and the Trustee, this Third Supplemental Indenture and the Fifth Supplemental Indenture and as it may from time to time be further supplemented or amended by one or more other indentures supplemental thereto entered into pursuant to the applicable provisions thereof, including, for all purposes of such instrument, this Third Supplemental Indenture, as amended and supplemented by the Fifth Supplemental Indenture, and any such other supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern such instrument, this Third Supplemental Indenture, the Fifth Supplemental Indenture and any such other supplemental indenture, respectively. The term “Indenture” shall also include the terms of the Notes.

“Remarketing Period” means the period commencing on the date 14 days after the date of the Fifth Supplemental Indenture (or such later date as shall be determined by the Company in its absolute discretion) and ending on the third Business Day preceding September 1, 2012 and the 75-day period (or such shorter period as shall be determined by the Company in its absolute discretion) ending on the third Business Day preceding each of December 1, 2012, March 1, 2013, June 1, 2013 and September 1, 2013 until the settlement of a Successful Remarketing, or if an Early Settlement Event shall have occurred, each of the periods determined in accordance with Section 3.4.

“Remarketing Settlement Date” means the third Business Day following the date of a Successful Remarketing or, if the Remarketing is Successful on a date that is within seven Business Days of the Stock Purchase Date, the Stock Purchase Date.

“Remarketing Value” means, in respect of a Note, the amount equal to the value on the Remarketing Settlement Date of U.S. Treasury securities that will pay, on or prior to the Stock Purchase Date, an amount of cash equal to the principal amount of, plus the interest payable on, such Note on each Interest Payment Date occurring after the Remarketing Settlement Date and on or prior to the Stock Purchase Date, including any deferred interest, assuming for this purpose, even if not true, that (i) the interest rate on the Notes for the Interest Period during which the Remarketing is Successful remains at the rate in effect immediately prior to the Remarketing, (ii) the interest rate on the Notes for any Interest Period following the Interest Period during which the Remarketing is Successful that ends prior to the Stock Purchase Date equals the forward swap rate determined by the Remarketing Agent that best approximates Three-Month LIBOR for such Interest Period on the date the Remarketing is Successful plus 0.57%, and (iii) all accrued and unpaid interest on the Notes is paid in cash on such date; provided that the Remarketing Value shall be calculated on the assumptions that (x) the U.S. Treasury securities are highly liquid and mature on or within five Business Days prior to the Stock Purchase Date or any preceding Interest Payment Date, as applicable, as determined in good faith by the Remarketing Agent in a manner intended to minimize the cash value of the U.S. Treasury securities, and (y) the U.S. Treasury securities are valued based on the ask-side price of such U.S. Treasury securities at a time between 9:00 A.M. and 11:00 A.M., New York City time, selected by the Remarketing Agent, on the date of Remarketing, as determined on a third-day settlement basis by a reasonable and customary means selected in good faith by the Remarketing Agent, plus accrued interest to that date; provided that if the Remarketing Settlement Date is the Stock Purchase Date, the Remarketing Value shall equal the principal amount of the Note.

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“Reset Rate” means, if any tranche of Notes is remarketed as fixed rate notes, the rate of interest on such tranche of Notes set in a Remarketing, as specified in Section 3.3(a).

“Reset Spread” means, if any tranche of Notes is remarketed as floating rate notes, the spread, if any, set in a Remarketing with respect to such tranche of Notes, as specified in Section 3.3(a).

“Stated Maturity Date” means September 1, 2043 or, with respect to any tranche of Notes, such earlier date as may be specified by the Company with respect to such tranche of Notes following a Remarketing in accordance with Article III.

(b) The definitions of Fixed Rate Reset Cap and Floating Rate Reset Cap appearing in Section 1.2 are hereby deleted.

(c) Section 2.4 is hereby amended by inserting a new Section 2.4(f) at the end thereof as follows:

(f) Any Notes held by the Custodial Agent in the Custody Account shall be exchanged on the Remarketing Settlement Date for new Notes of one or several tranches, as the case may be, into which the Remarketed Notes are exchanged pursuant to Article III having the same aggregate principal amount as the Notes so exchanged. The principal amount of the Notes of each tranche so issued shall be in the same proportions as the Remarketed Notes of such tranche are issued pursuant to Article III.

(d) Section 2.9(b) is hereby amended by deleting the word “or” at the end of subparagraph (13) thereof, deleting the ending quotation marks at the end of subparagraph (14) thereof, inserting the word “or” following the semicolon at the end of subparagraph (14) thereof, and inserting at the end of paragraph (b) thereof a new subparagraph (15) as follows:

(15) in the event any Notes are sold in the Remarketing to one or more statutory trusts sponsored by the Company, to modify the provisions of Sections 2.7, 2.9(c), 2.10 through 2.15, 4.1 and 7.3 to make comparable provision with respect to each such trust and the holders of its trust securities, and to modify the definitions of “Investment Company Event” and “Tax Event” to refer to each such statutory trust in lieu of the Issuer Trust and to replace references to the date of issuance of the APEX with references to the Remarketing Settlement Date.

(e) Section 3.1(d) is hereby amended and restated in its entirety as follows:

(d) If a Remarketing Disruption Event has occurred and is continuing as of the last day of a Remarketing Period other than the fifth Remarketing Period and no Early Settlement Event has occurred, the Company may elect not to attempt a Remarketing on that day. If the Company makes such election, the Remarketing for the related Remarketing Period will be deemed Unsuccessful and the Company shall be obligated to use commercially reasonable efforts to effect the Remarketing in the next succeeding Remarketing Period.

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(f) Section 3.2 is hereby amended and restated in its entirety as follows:

In connection with Remarketings, the Company shall have the right hereunder, subject to Section 3.3(a), without the consent of any Holder of the Notes or any APEX Holders, at any time prior to the sale of the Notes in the Remarketing, to:

(a) divide the Notes into multiple tranches, and if so, determine the principal amount of each tranche of Notes into which each Note shall be exchanged, it being understood that the aggregate principal amount of such Notes shall equal the principal amount of Notes so exchanged and that each Note shall be exchanged in the same proportion as each other Note, and that the authorized denominations of each tranche of Notes shall be changed to the extent necessary to avoid the issuance of Notes in denominations that are not authorized denominations as a result of such exchange;

(b) keep the Stated Maturity Date of any tranche of Notes at September 1, 2043 or change it to an earlier date (specifying such date if applicable); provided that the Stated Maturity Date of any tranche of Notes may not be changed to a date earlier than the later of (i) September 1, 2016 and (ii) if the Remarketing Settlement Date occurs during an Extension Period, the seventh anniversary of the first day of such Extension Period;

(c) change the date after which any tranche of Notes will be redeemable at the Company’s option and the redemption price or prices; provided that no redemption date for any tranche of Notes may be earlier than the later of (i) September 1, 2016 and (ii) if the Remarketing Settlement Date occurs during an Extension Period, the seventh anniversary of the first day of such Extension Period; and provided, further, that no Redemption Price may be less than the 100% of the principal amount of such tranche of Notes plus accrued and unpaid interest, including deferred interest, if any, to the Redemption Date, in accordance with Article XI of the Original Indenture;

(d) in connection with a Final Remarketing that is not an Early Remarketing or an Early Remarketing that is not the first scheduled Remarketing, exercise its right under Section 6.2 to cause the subordination provisions in the Original Indenture to cease to apply to the Notes, if the Remarketing is Successful, from and after the Remarketing Settlement Date and if so, also elect that the Notes shall no longer be subject to the interest deferral provisions of Sections 2.5(b) through (e);

(e) remarket each tranche of Notes as fixed rate notes or floating rate notes;

(f) if the Notes of any tranche will be remarketed as floating rate notes, determine the applicable index (which must be a qualified floating rate) and the interest payment dates and manner of calculation of interest on such tranche of Notes, which the Company may change to correspond with the market conventions applicable to notes bearing interest at rates based on the applicable index; and

(g) following a Failed Remarketing:

(i) keep the Stated Maturity Date at September 1, 2043 or change it to an earlier date, which date shall not be earlier than September 1, 2016 (specifying such date if applicable); and

(iii) change the date after which the Notes will be redeemable at the Company’s option (which date shall not be earlier than September 1, 2016) and the redemption price or prices;

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provided that if the Failed Remarketing occurs during an Extension Period any changed Stated Maturity Date determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be earlier than the seventh anniversary of the first day of such Extension Period.

Any such changes to the terms of the Notes made by the Company pursuant to clauses (a) through (f) shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Notes as of the Remarketing Settlement Date and any such elections made by the Company pursuant to clause (g) in connection with a Failed Remarketing shall come into effect in respect of the Notes upon the announcement by the Company that the Final Remarketing is a Failed Remarketing.

(f) Sections 3.3(a) through (c) are hereby amended and restated in their entirety as follows:

(a) As part of and in connection with each Remarketing, the Remarketing Agent shall determine the Reset Rate or Reset Spread with respect to each tranche of Notes, subject to Sections 3.3(b) through (e), pursuant to the Remarketing Agreement and in accordance with the other provisions of this Article III, that will apply to all Notes of such tranche (whether or not sold in the Remarketing) if such Remarketing is Successful for each Interest Period or portion thereof commencing on or after such Remarketing Settlement Date, subject to the following provisions and limitations:

(i) the interest rate on any tranche of Notes may not at any time be less than 0% per annum; and

(ii) if (A) the interest rate on any tranche of Notes is not a fixed rate or a “qualified floating rate” (as defined in U.S. Treasury regulations section 1.1275-5(b)), (B) interest on such tranche of Notes is not unconditionally payable at intervals of no more than one year through the remaining term of the Notes, or (C) the redemption price of such tranche of Notes is not their principal amount (disregarding a customary call premium that is fixed or objectively determinable based on a qualified floating rate), then the Company shall have received a written opinion of Sullivan & Cromwell LLP or other nationally recognized tax counsel experienced in such matters to the effect that the discussion contained in the Prospectus under the heading “Certain U.S. Federal Income Tax Consequences” is materially correct, taking into account all of the terms of such tranche of Notes following the Remarketing.

(b) If the Remarketing has been determined to be Successful in accordance with Section 3.5(a) by approximately 4:30 P.M., New York City time, on the date of such Successful Remarketing, (i) the Remarketing Agent shall notify the Company, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee that the Remarketing was Successful and the Reset Rate or Reset Spread determined with respect to each tranche of Notes as part of such Remarketing in accordance with this Article III and (ii) the Company shall notify the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee of the changes to the terms of the Notes made pursuant to Section 3.2.

(c) If a Remarketing is Successful, then commencing with the related Remarketing Settlement Date the interest rate on each tranche of Notes shall be reset to the rate, determined in accordance with this Article III pursuant to such Remarketing and the other changes, if any, in the terms of such tranche of Notes as notified by the Company pursuant to Section 3.2(b), shall become effective in accordance with this Article III.

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(g) Section 3.4 is hereby amended and restated in its entirety as follows:

If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Periods, for the purposes of this Section 3.4, shall be the five Business Day periods commencing on the seventh Business Day prior to a February 8, May 1, August 1 or November 1 (or if any such day is not a Business Day, the next Business Day) (which will also be a “Remarketing Settlement Date” for the purposes of this Section 3.4), and concluding with the earlier to occur of the fifth such date and a Successful Remarketing; provided that in the case of an Early Settlement Event of the type described in clause (ii) of the definition of such term, there shall be only one Remarketing Period, and if the Remarketing conducted on such date is not Successful, it shall be a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 1, June 1, September 1 or December 1 (or if such day is not a Business Day, the next Business Day).

(h) Section 3.5(c) is hereby deleted in its entirety.

(i) Section 3.6 is hereby amended and restated in its entirety as follows:

Notwithstanding any provision of the Indenture to the contrary, the Company and the Trustee may enter into a supplemental indenture without the consent of any Holder of the Notes or of any APEX Holder (i) to reflect any modifications to the terms of the Notes pursuant to the terms of this Article III and to provide for the exchange of the Notes for Notes in the form reflecting such modifications and adopted pursuant to such supplemental indenture or (ii) to correct or supplement any provision in the Indenture that may be inconsistent with the Fifth Supplemental Indenture or which may be necessary in order to give effect to the amendments to the Indenture as applicable to the Notes provided for in the Fifth Supplemental Indenture.

(j) The Regular Record Date for each payment of interest on the Notes due after the date hereof shall be the calendar day immediately preceding the applicable Interest Payment Date.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1 Separability of Invalid Provisions

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

Section 4.2 Execution in Counterparts

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

7

Section 4.3 Effectiveness

This Fifth Supplemental Indenture will become effective upon its execution and delivery.

Section 4.4 Successors and Assigns

All covenants and agreements in the Indenture, as supplemented and amended by this Fifth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

Section 4.5 Further Assurances

The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this Fifth Supplemental Indenture.

Section 4.6 Effect of Recitals

The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture or of the Notes. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof.

Section 4.7 Ratification of Indenture

The Indenture as supplemented by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 4.8 Governing Law

This Fifth Supplemental Indenture 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 parties hereto have caused this Fifth Supplemental Indenture to be duly executed all as of the day and year first above written.

THE GOLDMAN SACHS GROUP, INC.
By:	/s/ Ellis Whipple
Name:	Ellis Whipple
Title:	Assistant Treasurer
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

EX-4.94

Exhibit 4.94

CERTIFICATE OF TRUST

OF

MURRAY STREET INVESTMENT TRUST I

THIS Certificate of Trust of Murray Street Investment Trust I (the “Trust”), is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801, et seq.) (the “Act”).

1. Name. The name of the statutory trust being formed hereby is Murray Street Investment Trust I.

2. Delaware Trustee. The name and business address of the trustee of the Trust, with a principal place of business in the State of Delaware, are BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711.

3. Effective Date. This Certificate of Trust shall be effective as of its filing with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, not in her individual capacity but solely as trustee
/s/ Rajashree Datta
Rajashree Datta, not in her individual capacity but solely as trustee
/s/ Steven Bunson
Steven Bunson, not in his individual capacity but solely as trustee

EX-4.95

Exhibit 4.95

DECLARATION OF TRUST

OF

MURRAY STREET INVESTMENT TRUST I

THIS DECLARATION OF TRUST is made as of February 10, 2012 (the “Declaration”), by and among The Goldman Sachs Group, Inc., a Delaware corporation, as sponsor (the “Sponsor”), BNY Mellon Trust of Delaware, as trustee (the “Delaware Trustee”), Ellis J. Whipple, an individual as trustee, Rajashree Datta, an individual as trustee, and Steven Bunson, an individual as trustee, each of whose address is c/o The Goldman Sachs Group Inc., 200 West Street, New York, NY 10282 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”). The Sponsor, the Delaware Trustee and the Administrative Trustees hereby agree as follows:

1. The trust created hereby shall be known as Murray Street Investment Trust I (the “Trust”), in which name the Delaware Trustee, the Administrative Trustees or the Sponsor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. The Delaware Trustee hereby acknowledges receipt of such amount in trust from the Sponsor, which amount constitutes the initial trust estate. The Delaware Trustee hereby declares that it will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the Trust. The Delaware Trustee and the Administrative Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3. The Sponsor, the Delaware Trustee and the Administrative Trustees will enter into an amended and restated Declaration of Trust satisfactory to each such party and substantially in the form to be included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the securities of the Trust referred to therein. Prior to the execution and delivery of such amended and restated Declaration of Trust, the Delaware Trustee shall not have any duty or obligation hereunder or with respect of the trust estate, except, as the Sponsor or any Administrative Trustee shall determine, otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Delaware Trustee may take all actions deemed proper as are necessary to effect the transactions contemplated herein.

4. Each of the Sponsor, as sponsor of the Trust, and any of the Administrative Trustees acting singly is hereby authorized, in its discretion, (i) to prepare and

file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement, including all pre-effective and post-effective amendments thereto or post-effective amendments to an existing Registration Statement (the “1933 Act Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at such time as determined by the Sponsor, to file with the New York Stock Exchange, Inc. or other exchange, or the National Association of Securities Dealers, Inc. (“NASD”), and execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the securities of the Trust to be listed on the New York Stock Exchange, Inc. or such other exchange, or the NASD’s Nasdaq National Market; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the securities of the Trust; (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the securities of the Trust; (vi) to execute, deliver and perform on behalf of the Trust a note purchase agreement with either Goldman Sachs Capital II or Goldman Sachs Capital III for the purchase of junior subordinated notes issued by The Goldman Sachs Group, Inc.; (vii) to execute, deliver and perform on behalf of the Trust an agreement with The Depository Trust Company, as the initial clearing agency for the securities of the Trust; (viii) to apply for a taxpayer identification number for the Trust; (ix) to take any action incidental to the foregoing as the Sponsor or any Administrative Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration; and (x) to take all other actions incident and reasonably related to the performance of its obligations hereunder which are not specifically provided for in this Section.

In the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws to be executed on behalf of the Trust by a trustee, the Delaware Trustee, in its capacity as trustee of the Trust, is hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee, in its capacity as trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws.

5. This Declaration may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

2

6. The number of trustees of the Trust initially shall be four and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the Sponsor.

7. The Sponsor agrees: (1) to reimburse the Delaware Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Delaware Trustee in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (2) to indemnify the Delaware Trustee for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes imposed on the income of the Delaware Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 7 shall survive the termination of this Declaration.

8. The Trust may be dissolved and terminated before the issuance of the securities of the Trust at the election of the Sponsor.

9. This Declaration shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).

10. If the Trust does not issue securities within five years of the date of this Declaration, this Declaration will terminate.

[signatures on following page]

3

IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be duly executed as of the day and year first above written.

THE GOLDMAN SACHS GROUP, INC., as Sponsor
By:	/s/ Ellis J. Whipple
Name:	Ellis J. Whipple
Title:	Assistant Treasurer
BNY MELLON TRUST OF DELAWARE, as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, as trustee
/s/ Rajashree Datta
Rajashree Datta, as trustee
/s/ Steven Bunson
Steven Bunson, as trustee

EX-4.96

Exhibit 4.96

CERTIFICATE OF TRUST

OF

MURRAY STREET INVESTMENT TRUST II

THIS Certificate of Trust of Murray Street Investment Trust II (the “Trust”), is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801, et seq.) (the “Act”).

1. Name. The name of the statutory trust being formed hereby is Murray Street Investment Trust II.

2. Delaware Trustee. The name and business address of the trustee of the Trust, with a principal place of business in the State of Delaware, are BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711.

3. Effective Date. This Certificate of Trust shall be effective as of its filing with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, not in her individual capacity but solely as trustee
/s/ Rajashree Datta
Rajashree Datta, not in her individual capacity but solely as trustee
/s/ Steven Bunson
Steven Bunson, not in his individual capacity but solely as trustee

EX-4.97

Exhibit 4.97

DECLARATION OF TRUST

OF

MURRAY STREET INVESTMENT TRUST II

THIS DECLARATION OF TRUST is made as of February 10, 2012 (the “Declaration”), by and among The Goldman Sachs Group, Inc., a Delaware corporation, as sponsor (the “Sponsor”), BNY Mellon Trust of Delaware, as trustee (the “Delaware Trustee”), Ellis J. Whipple, an individual as trustee, Rajashree Datta, an individual as trustee, and Steven Bunson, an individual as trustee, each of whose address is c/o The Goldman Sachs Group Inc., 200 West Street, New York, NY 10282 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”). The Sponsor, the Delaware Trustee and the Administrative Trustees hereby agree as follows:

1. The trust created hereby shall be known as Murray Street Investment Trust II (the “Trust”), in which name the Delaware Trustee, the Administrative Trustees or the Sponsor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. The Delaware Trustee hereby acknowledges receipt of such amount in trust from the Sponsor, which amount constitutes the initial trust estate. The Delaware Trustee hereby declares that it will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the Trust. The Delaware Trustee and the Administrative Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3. The Sponsor, the Delaware Trustee and the Administrative Trustees will enter into an amended and restated Declaration of Trust satisfactory to each such party and substantially in the form to be included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the securities of the Trust referred to therein. Prior to the execution and delivery of such amended and restated Declaration of Trust, the Delaware Trustee shall not have any duty or obligation hereunder or with respect of the trust estate, except, as the Sponsor or any Administrative Trustee shall determine, otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Delaware Trustee may take all actions deemed proper as are necessary to effect the transactions contemplated herein.

4. Each of the Sponsor, as sponsor of the Trust, and any of the Administrative Trustees acting singly is hereby authorized, in its discretion, (i) to prepare and

file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement, including all pre-effective and post-effective amendments thereto or post-effective amendments to an existing Registration Statement (the “1933 Act Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at such time as determined by the Sponsor, to file with the New York Stock Exchange, Inc. or other exchange, or the National Association of Securities Dealers, Inc. (“NASD”), and execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the securities of the Trust to be listed on the New York Stock Exchange, Inc. or such other exchange, or the NASD’s Nasdaq National Market; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the securities of the Trust; (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the securities of the Trust; (vi) to execute, deliver and perform on behalf of the Trust a note purchase agreement with either Goldman Sachs Capital II or Goldman Sachs Capital III for the purchase of junior subordinated notes issued by The Goldman Sachs Group, Inc.; (vii) to execute, deliver and perform on behalf of the Trust an agreement with The Depository Trust Company, as the initial clearing agency for the securities of the Trust; (viii) to apply for a taxpayer identification number for the Trust; (ix) to take any action incidental to the foregoing as the Sponsor or any Administrative Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration; and (x) to take all other actions incident and reasonably related to the performance of its obligations hereunder which are not specifically provided for in this Section.

In the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws to be executed on behalf of the Trust by a trustee, the Delaware Trustee, in its capacity as trustee of the Trust, is hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee, in its capacity as trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws.

5. This Declaration may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

2

6. The number of trustees of the Trust initially shall be four and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the Sponsor.

7. The Sponsor agrees: (1) to reimburse the Delaware Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Delaware Trustee in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (2) to indemnify the Delaware Trustee for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes imposed on the income of the Delaware Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 7 shall survive the termination of this Declaration.

8. The Trust may be dissolved and terminated before the issuance of the securities of the Trust at the election of the Sponsor.

9. This Declaration shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).

10. If the Trust does not issue securities within five years of the date of this Declaration, this Declaration will terminate.

[signatures on following page]

3

IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be duly executed as of the day and year first above written.

THE GOLDMAN SACHS GROUP, INC., as Sponsor
By:	/s/ Ellis J. Whipple
Name:	Ellis J. Whipple
Title:	Assistant Treasurer
BNY MELLON TRUST OF DELAWARE, as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, as trustee
/s/ Rajashree Datta
Rajashree Datta, as trustee
/s/ Steven Bunson
Steven Bunson, as trustee

EX-4.98

Exhibit 4.98

CERTIFICATE OF TRUST

OF

VESEY STREET INVESTMENT TRUST I

THIS Certificate of Trust of Vesey Street Investment Trust I (the “Trust”), is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801, et seq.) (the “Act”).

1. Name. The name of the statutory trust being formed hereby is Vesey Street Investment Trust I.

2. Delaware Trustee. The name and business address of the trustee of the Trust, with a principal place of business in the State of Delaware, are BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711.

3. Effective Date. This Certificate of Trust shall be effective as of its filing with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, not in her individual capacity but solely as trustee
/s/ Rajashree Datta
Rajashree Datta, not in her individual capacity but solely as trustee
/s/ Steven Bunson
Steven Bunson, not in his individual capacity but solely as trustee

EX-4.99

Exhibit 4.99

DECLARATION OF TRUST

OF

VESEY STREET INVESTMENT TRUST I

THIS DECLARATION OF TRUST is made as of February 10, 2012 (the “Declaration”), by and among The Goldman Sachs Group, Inc., a Delaware corporation, as sponsor (the “Sponsor”), BNY Mellon Trust of Delaware, as trustee (the “Delaware Trustee”), Ellis J. Whipple, an individual as trustee, Rajashree Datta, an individual as trustee, and Steven Bunson, an individual as trustee, each of whose address is c/o The Goldman Sachs Group Inc., 200 West Street, New York, NY 10282 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”). The Sponsor, the Delaware Trustee and the Administrative Trustees hereby agree as follows:

1. The trust created hereby shall be known as Vesey Street Investment Trust I (the “Trust”), in which name the Delaware Trustee, the Administrative Trustees or the Sponsor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. The Delaware Trustee hereby acknowledges receipt of such amount in trust from the Sponsor, which amount constitutes the initial trust estate. The Delaware Trustee hereby declares that it will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the Trust. The Delaware Trustee and the Administrative Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3. The Sponsor, the Delaware Trustee and the Administrative Trustees will enter into an amended and restated Declaration of Trust satisfactory to each such party and substantially in the form to be included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the securities of the Trust referred to therein. Prior to the execution and delivery of such amended and restated Declaration of Trust, the Delaware Trustee shall not have any duty or obligation hereunder or with respect of the trust estate, except, as the Sponsor or any Administrative Trustee shall determine, otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Delaware Trustee may take all actions deemed proper as are necessary to effect the transactions contemplated herein.

4. Each of the Sponsor, as sponsor of the Trust, and any of the Administrative Trustees acting singly is hereby authorized, in its discretion, (i) to prepare and

file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement, including all pre-effective and post-effective amendments thereto or post-effective amendments to an existing Registration Statement (the “1933 Act Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at such time as determined by the Sponsor, to file with the New York Stock Exchange, Inc. or other exchange, or the National Association of Securities Dealers, Inc. (“NASD”), and execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the securities of the Trust to be listed on the New York Stock Exchange, Inc. or such other exchange, or the NASD’s Nasdaq National Market; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the securities of the Trust; (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the securities of the Trust; (vi) to execute, deliver and perform on behalf of the Trust a note purchase agreement with either Goldman Sachs Capital II or Goldman Sachs Capital III for the purchase of junior subordinated notes issued by The Goldman Sachs Group, Inc.; (vii) to execute, deliver and perform on behalf of the Trust an agreement with The Depository Trust Company, as the initial clearing agency for the securities of the Trust; (viii) to apply for a taxpayer identification number for the Trust; (ix) to take any action incidental to the foregoing as the Sponsor or any Administrative Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration; and (x) to take all other actions incident and reasonably related to the performance of its obligations hereunder which are not specifically provided for in this Section.

In the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws to be executed on behalf of the Trust by a trustee, the Delaware Trustee, in its capacity as trustee of the Trust, is hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee, in its capacity as trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws.

5. This Declaration may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

2

6. The number of trustees of the Trust initially shall be four and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the Sponsor.

7. The Sponsor agrees: (1) to reimburse the Delaware Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Delaware Trustee in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (2) to indemnify the Delaware Trustee for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes imposed on the income of the Delaware Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 7 shall survive the termination of this Declaration.

8. The Trust may be dissolved and terminated before the issuance of the securities of the Trust at the election of the Sponsor.

9. This Declaration shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).

10. If the Trust does not issue securities within five years of the date of this Declaration, this Declaration will terminate.

[signatures on following page]

3

IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be duly executed as of the day and year first above written.

THE GOLDMAN SACHS GROUP, INC., as Sponsor
By:	/s/ Ellis J. Whipple
Name:	Ellis J. Whipple
Title:	Assistant Treasurer
BNY MELLON TRUST OF DELAWARE, as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, as trustee
/s/ Rajashree Datta
Rajashree Datta, as trustee
/s/ Steven Bunson
Steven Bunson, as trustee

EX-4.100

Exhibit 4.100

CERTIFICATE OF TRUST

OF

VESEY STREET INVESTMENT TRUST II

THIS Certificate of Trust of Vesey Street Investment Trust II (the “Trust”), is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801, et seq.) (the “Act”).

1. Name. The name of the statutory trust being formed hereby is Vesey Street Investment Trust II.

2. Delaware Trustee. The name and business address of the trustee of the Trust, with a principal place of business in the State of Delaware, are BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711.

3. Effective Date. This Certificate of Trust shall be effective as of its filing with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, not in her individual capacity but solely as trustee
/s/ Rajashree Datta
Rajashree Datta, not in her individual capacity but solely as trustee
/s/ Steven Bunson
Steven Bunson, not in his individual capacity but solely as trustee

EX-4.101

Exhibit 4.101

DECLARATION OF TRUST

OF

VESEY STREET INVESTMENT TRUST II

THIS DECLARATION OF TRUST is made as of February 10, 2012 (the “Declaration”), by and among The Goldman Sachs Group, Inc., a Delaware corporation, as sponsor (the “Sponsor”), BNY Mellon Trust of Delaware, as trustee (the “Delaware Trustee”), Ellis J. Whipple, an individual as trustee, Rajashree Datta, an individual as trustee, and Steven Bunson, an individual as trustee, each of whose address is c/o The Goldman Sachs Group Inc., 200 West Street, New York, NY 10282 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”). The Sponsor, the Delaware Trustee and the Administrative Trustees hereby agree as follows:

1. The trust created hereby shall be known as Vesey Street Investment Trust II (the “Trust”), in which name the Delaware Trustee, the Administrative Trustees or the Sponsor, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10. The Delaware Trustee hereby acknowledges receipt of such amount in trust from the Sponsor, which amount constitutes the initial trust estate. The Delaware Trustee hereby declares that it will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the “Statutory Trust Act”), and that this document constitute the governing instrument of the Trust. The Delaware Trustee and the Administrative Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3. The Sponsor, the Delaware Trustee and the Administrative Trustees will enter into an amended and restated Declaration of Trust satisfactory to each such party and substantially in the form to be included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the securities of the Trust referred to therein. Prior to the execution and delivery of such amended and restated Declaration of Trust, the Delaware Trustee shall not have any duty or obligation hereunder or with respect of the trust estate, except, as the Sponsor or any Administrative Trustee shall determine, otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Delaware Trustee may take all actions deemed proper as are necessary to effect the transactions contemplated herein.

4. Each of the Sponsor, as sponsor of the Trust, and any of the Administrative Trustees acting singly is hereby authorized, in its discretion, (i) to prepare and

file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement, including all pre-effective and post-effective amendments thereto or post-effective amendments to an existing Registration Statement (the “1933 Act Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the securities of the Trust, (b) any preliminary prospectus or prospectus or supplement thereto relating to the securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at such time as determined by the Sponsor, to file with the New York Stock Exchange, Inc. or other exchange, or the National Association of Securities Dealers, Inc. (“NASD”), and execute on behalf of the Trust a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the securities of the Trust to be listed on the New York Stock Exchange, Inc. or such other exchange, or the NASD’s Nasdaq National Market; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the securities of the Trust; (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the securities of the Trust; (vi) to execute, deliver and perform on behalf of the Trust a note purchase agreement with either Goldman Sachs Capital II or Goldman Sachs Capital III for the purchase of junior subordinated notes issued by The Goldman Sachs Group, Inc.; (vii) to execute, deliver and perform on behalf of the Trust an agreement with The Depository Trust Company, as the initial clearing agency for the securities of the Trust; (viii) to apply for a taxpayer identification number for the Trust; (ix) to take any action incidental to the foregoing as the Sponsor or any Administrative Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration; and (x) to take all other actions incident and reasonably related to the performance of its obligations hereunder which are not specifically provided for in this Section.

In the event that any filing referred to in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws to be executed on behalf of the Trust by a trustee, the Delaware Trustee, in its capacity as trustee of the Trust, is hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee, in its capacity as trustee of the Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange, Inc. or other exchange, NASD, or state securities or “Blue Sky” laws.

5. This Declaration may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

2

6. The number of trustees of the Trust initially shall be four and thereafter the number of trustees of the Trust shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor which may increase or decrease the number of trustees of the Trust; provided, however, that to the extent required by the Statutory Trust Act, one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee of the Trust at any time. Any trustee of the Trust may resign upon thirty days’ prior notice to the Sponsor.

7. The Sponsor agrees: (1) to reimburse the Delaware Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Delaware Trustee in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or bad faith; and (2) to indemnify the Delaware Trustee for, and to hold it harmless against, any and all losses, liabilities, damages, claims or expenses including taxes (other than taxes imposed on the income of the Delaware Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The provisions of this Section 7 shall survive the termination of this Declaration.

8. The Trust may be dissolved and terminated before the issuance of the securities of the Trust at the election of the Sponsor.

9. This Declaration shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles).

10. If the Trust does not issue securities within five years of the date of this Declaration, this Declaration will terminate.

[signatures on following page]

3

IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be duly executed as of the day and year first above written.

THE GOLDMAN SACHS GROUP, INC., as Sponsor
By:	/s/ Ellis J. Whipple
Name:	Ellis J. Whipple
Title:	Assistant Treasurer
BNY MELLON TRUST OF DELAWARE, as trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Vice President
/s/ Ellis J. Whipple
Ellis J. Whipple, as trustee
/s/ Rajashree Datta
Rajashree Datta, as trustee
/s/ Steven Bunson
Steven Bunson, as trustee

EX-4.102

Exhibit 4.102

[Form of]

AMENDED AND RESTATED DECLARATION OF TRUST

among

The Goldman Sachs Group, Inc.

as Sponsor,

The Bank of New York Mellon,

as Property Trustee,

BNY Mellon Trust of Delaware,

as Delaware Trustee,

the Administrative Trustees (as named herein),

and the several Holders of the Trust Securities

Dated as of [            ], 2012

of

[Murray][Vesey] Street Investment Trust [I][II]

[Murray][Vesey] Street Investment Trust [I][II]

Certain Sections of this Amended and Restated Declaration of Trust relating to

Section 310 through 318, inclusive, of the Trust Indenture Act of 1939:

Trust Indenture     Act Section			Trust Declaration Section
	310	(a)(1)	8.7
		(a)(2)	8.7
		(a)(3)	8.9
		(a)(4)	2.7(a)(ii)(E)
		(b)	8.8, 10.10
	311	(a)	8.13
		(b)	8.13
	312	(a)	5.7, 10.10
		(b)	5.7, 10.10
		(c)	5.8, 10.10
	313	(a)	8.14(a)
		(a)(4)	8.14(b)
		(b)	8.14(b)
		(c)	10.8
		(d)	8.14(c)
	314	(a)	8.15
		(b)	Not Applicable
		(c)(1)	8.16
		(c)(2)	8.16
		(c)(3)	Not Applicable
		(d)	Not Applicable
		(e)	1.1, 8.16
	315	(a)	8.1(a), 8.3(a)
		(b)	8.2, 10.8
		(c)	8.1(a), 8.1(d)
		(d)	8.1(e), 8.3
		(e)	Not Applicable
	316	(a)(1)(A)	Not Applicable
		(a)(1)(B)	5.12(b)
		(a)(2)	Not Applicable
		(b)	5.12(c)
		(c)	6.8
	317	(a)(1)	Not Applicable
		(a)(2)	Not Applicable
		(b)	5.10
	318	(a)	10.10

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Amended and Restated Declaration of Trust.

-i- DECLARATION OF TRUST

TABLE OF CONTENTS

		Page
ARTICLE I
Defined Terms
Section 1.1	Definitions		1
ARTICLE II
Continuation of the Issuer Trust; Issuance of Trust Securities and Related Matters
Section 2.1	Name		9
Section 2.2	Office of the Delaware Trustee; Principal Place of Business		9
Section 2.3	Initial Contribution of Trust Property; Organizational Expenses		10
Section 2.4	Issuance of the Trust Securities		10
Section 2.5	Subscription and Purchase of Notes		10
Section 2.6	Declaration of Trust		10
Section 2.7	Authorization to Enter into Certain Transactions		11
Section 2.8	Assets of Issuer Trust		14
Section 2.9	Title to Trust Property		14
ARTICLE III
Payment Account
Section 3.1	Payment Account		14
ARTICLE IV
Distributions; Redemption
Section 4.1	Distributions		15
Section 4.2	Redemption		16
Section 4.3	Payment Procedures		17
Section 4.4	Payment of Taxes, Duties, Etc. of the Issuer Trust		17
Section 4.5	Payments under Indenture or Pursuant to Direct Actions		17
Section 4.6	Payment of Expenses of the Issuer Trust		18
Section 4.7	Exchanges		18
ARTICLE V
Trust Securities Certificates
Section 5.1	Initial Ownership		18
Section 5.2	The Trust Securities Certificates		18
Section 5.3	Execution and Delivery of Trust Securities Certificates		19
Section 5.4	Book-Entry Trust Securities		19
Section 5.5	Registration of Transfer and Exchange of Trust Securities Certificates		21

-ii- DECLARATION OF TRUST

Section 5.6	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	23
Section 5.7	Persons Deemed Holders	23
Section 5.8	Access to List of Holders’ Names and Addresses	23
Section 5.9	Maintenance of Office or Agency	23
Section 5.10	Appointment of Paying Agent	23
Section 5.11	Notices to Clearing Agency	24
Section 5.12	Rights of Holders	24
Section 5.13	CUSIP Numbers	26
ARTICLE VI
Acts of Holders; Meetings; Voting
Section 6.1	Limitations on Voting Rights	26
Section 6.2	Notice of Meetings	26
Section 6.3	Meetings of Holders of Trust Securities	27
Section 6.4	Voting Rights	27
Section 6.5	All Votes Must Be Made by a United States Person	27
Section 6.6	Proxies, Etc.	27
Section 6.7	Holder Action by Written Consent	28
Section 6.8	Record Date for Voting and Other Purposes	28
Section 6.9	Acts of Holders	28
Section 6.10	Inspection of Records	29
ARTICLE VII
Representations and Warranties
Section 7.1	Representations and Warranties of the Property Trustee and the Delaware Trustee	29
Section 7.2	Representations and Warranties of Sponsor	30
ARTICLE VIII
The Issuer Trustees
Section 8.1	Certain Duties and Responsibilities	30
Section 8.2	Certain Notices	32
Section 8.3	Certain Rights of Property Trustee	33
Section 8.4	Not Responsible for Recitals or Issuance of Securities	34
Section 8.5	May Hold Securities	35
Section 8.6	Compensation; Indemnity; Fees	35
Section 8.7	Corporate Property Trustee Required; Eligibility of Issuer Trustees	36
Section 8.8	Conflicting Interests	36
Section 8.9	Co-Trustees and Separate Trustee	36
Section 8.10	Resignation and Removal; Appointment of Successor	38
Section 8.11	Acceptance of Appointment by Successor	39
Section 8.12	Merger, Conversion, Consolidation or Succession to Business	39
Section 8.13	Preferential Collection of Claims Against Sponsor or the Issuer Trust	39
Section 8.14	Reports by Property Trustee	40
Section 8.15	Reports to the Property Trustee	41

-iii- DECLARATION OF TRUST

Section 8.16	Evidence of Compliance with Conditions Precedent	41
Section 8.17	Number of Issuer Trustees	41
Section 8.18	Delegation of Power	41
ARTICLE IX
Termination, Liquidation and Merger
Section 9.1	Dissolution Upon Expiration Date	42
Section 9.2	Early Termination	42
Section 9.3	Termination	42
Section 9.4	Liquidation	42
Section 9.5	Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust	43
ARTICLE X
Miscellaneous Provisions
Section 10.1	Limitation of Rights of Holders	44
Section 10.2	Amendment	44
Section 10.3	Separability	45
Section 10.4	Governing Law	45
Section 10.5	Payments Due on Non-Business Day	45
Section 10.6	Successors	46
Section 10.7	Headings	46
Section 10.8	Reports, Notices and Demands	46
Section 10.9	Agreement Not to Petition	46
Section 10.10	Trust Indenture Act; Conflict with Trust Indenture Act	47
Section 10.11	Acceptance of Terms of Trust Declaration, Guarantee Agreement and Indenture	47
Section 10.12	Counterparts	47
Section 10.13	Waiver of Jury Trial	47
Exhibit A	Certificate of Trust
Exhibit B	Form of Trust Securities Certificate

-iv- DECLARATION OF TRUST

AMENDED AND RESTATED DECLARATION OF TRUST, dated as of [            ], 2012, among (i) THE GOLDMAN SACHS GROUP INC., a Delaware corporation (including any successors or assigns, the “Sponsor”), (ii) THE BANK OF NEW YORK MELLON (the “Bank”), as property trustee (in such capacity, the “Property Trustee”); (iii) BNY MELLON TRUST OF DELAWARE (the “Delaware Trustee”), (iv) Ellis J. Whipple, an individual, Steven M. Bunson, an individual and Rajashree Datta, an individual, each of whose address is c/o The Goldman Sachs Group Inc., 200 West Street, New York, NY 10282 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee, and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (iv) the several Holders, as hereinafter defined.

WITNESSETH

WHEREAS, the Sponsor and certain of the Issuer Trustees have heretofore duly declared and established a statutory trust pursuant to the Delaware Statutory Trust Act by entering into that certain Declaration of Trust, dated as of February 10, 2012 (the “Original Trust Declaration”), and by the execution and filing by certain of the Issuer Trustees with the Secretary of State of the State of Delaware of the Certificate of Trust (the “Certificate of Trust”), filed on February 10, 2012, attached as Exhibit A; and

WHEREAS, the parties hereto desire to amend and restate the Original Trust Declaration in its entirety as set forth herein to provide for, among other things, (i) the issuance and sale of the Trust Securities by the Issuer Trust pursuant to the Underwriting Agreement, (ii) the acquisition by the Issuer Trust from Goldman Sachs Capital [II][III] of all of the right, title and interest in the Notes and (iii) the appointment of the Property Trustee;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Trust Declaration in its entirety and agrees as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions.

For all purposes of this Trust Declaration, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular;

(b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Trust Declaration;

DECLARATION OF TRUST

(d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Trust Declaration as a whole and not to any particular Article, Section or other subdivision; and

(e) unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as it may be amended from time to time.

“Act” has the meaning specified in Section 6.9.

“Administrative Trustees” means each of the individuals identified as an “Administrative Trustee” in the preamble to this Trust Declaration solely in such individual’s capacity as Administrative Trustee of the Issuer Trust and not in such individual’s individual capacity, or any such Administrative Trustee’s successor in interest in such capacity, or any successor trustee appointed as herein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, however, that the Issuer Trust shall not be deemed an Affiliate of the Sponsor. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Procedures” means, with respect to any transfer or transaction involving Book-Entry Trust Securities, the rules and procedures of the Clearing Agency for such Book-Entry Trust Securities, in each case to the extent applicable to such transaction and as in effect from time to time.

“Authorized Officer” of any Person means any officer of such Person or any Person authorized by or pursuant to a resolution of the Board of Directors of such Person.

“Bank” has the meaning specified in the preamble to this Trust Declaration and includes any successor in interest thereto and any other Person appointed successor Property Trustee as herein provided, but in each case only in its separate corporate capacity and not in its capacity as Property Trustee.

“Bankruptcy Event” means, with respect to any Person:

(a) the entry of a decree or order by a court having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

(b) the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the

-2- DECLARATION OF TRUST

benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action.

“Bankruptcy Laws” has the meaning specified in Section 10.9.

“Book-Entry Trust Securities” means a beneficial interest in a Global Trust Securities Certificate, the ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.4.

“Business Day” means a day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in The City of New York are authorized or required by law or executive order to close [and which is also a             ].

“Certificate Depositary Agreement” means the agreement among the Issuer Trust, the Sponsor and DTC, as the initial Clearing Agency, dated as of the Closing Date, relating to the Trust Securities Certificates, as the same may be amended and supplemented from time to time.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing Agency.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” has the meaning given to such term in the Underwriting Agreement, which date is also the date of execution and delivery of this Trust Declaration.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Trust Declaration such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Corporate Trust Office” means (i) when used with respect to the Property Trustee, the office of the Property Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at The Bank of New York Mellon, 101 Barclay Street, Floor 4E, New York, New York 10286 – Attention: International Corporate Trust, or such other address as the Property Trustee may designate from time to time by notice to the Holders and the Sponsor, or the principal corporate trust office of any successor Property Trustee (or such other address as such successor Property Trustee may designate from time to time by notice to the Holders and the Sponsor), and (ii) when used with respect to the Note Trustee, its Corporate Trust Office as defined in the Indenture.

“Definitive Trust Securities Certificates” means either or both (as the context requires) of (a) Trust Securities Certificates issued as Book-Entry Trust Securities as provided in Sections 5.2 or 5.4 and (b) Trust Securities Certificates issued in certificated, fully registered form as provided in Sections 5.2, 5.4 or 5.5.

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“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq., as it may be amended from time to time.

“Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to this Trust Declaration solely in its capacity as Delaware Trustee of the Issuer Trust and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as herein provided.

“Distribution Date” has the meaning specified in Section 4.1(a).

“Distribution Period” means (i) the period from and including [                    ] to but excluding the first Distribution Date and (ii) any period from and including a Distribution Date to but excluding the next succeeding Distribution Date.

“Distribution Rate” means, with respect to any Distribution Period, a rate per annum equal to the Interest Rate with respect to the Interest Period that begins on the same date as such Distribution Period begins and ends on the same date as such Distribution Period ends, it being understood that the Distribution Rate with respect to the portion of the initial Distribution Period preceding the date of initial issuance of the Trust Securities shall be equal to the Interest Rate applicable to the Notes for the corresponding portion of the corresponding Interest Period.

“Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.1.

“DTC” means The Depository Trust Company.

“Early Termination Event” has the meaning specified in Section 9.2.

“Event of Default” means any one of the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) the occurrence of a Note Event of Default; or

(b) default by the Issuer Trust in the payment of any Distribution when it becomes due and payable, and continuation of such default for a period of 30 days; or

(c) default by the Issuer Trust in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or

(d) default in the performance, or breach, in any material respect, of any covenant or warranty of the Issuer Trustees in this Trust Declaration (other than a covenant or warranty a default in the performance or breach of which is described in clause (b) or (c) above) and continuation of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer Trustees and the Sponsor by the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Trust Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

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(e) the occurrence of a Bankruptcy Event with respect to the Property Trustee and a successor Property Trustee not being appointed within 90 days thereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Expiration Date” has the meaning specified in Section 9.1.

“Global Trust Securities Certificate” means a Trust Securities Certificate that is registered in the Security Register in the name of a Clearing Agency or a nominee thereof.

“Guarantee Agreement” means the Guarantee Agreement executed and delivered by the Sponsor and The Bank of New York Mellon, as trustee, for the benefit of the Holders of the Trust Securities, as amended from time to time.

“Holder” means a Person in whose name a Trust Security or Trust Securities is or are registered in the Securities Register; any such Person shall be a beneficial owner within the meaning of the Delaware Statutory Trust Act; provided, however, that in determining whether the Holders of the requisite amount of Trust Securities have voted on any matter provided for in this Trust Declaration, then for the purpose of any such determination, so long as Definitive Trust Securities Certificates have not been issued, the term Holders as used herein shall refer to the Owners, notwithstanding the provisions of Section 5.7.

“Indenture” means the Original Indenture, as amended and supplemented by the Supplemental Indenture, and as may be further amended or supplemented from time to time.

“Interest Period” means any period from and including an Interest Payment Date to but excluding the next succeeding Interest Payment Date and, for this purpose, “Interest Payment Date” has the meaning set forth in the Indenture as applied to the Notes.

“Interest Rate” means the rate at which interest accrues on the principal of Outstanding Notes pursuant thereto.

“Issuer Trust” means the statutory trust created under the laws of the State of Delaware and identified on the cover page to this Trust Declaration and any successor thereto pursuant to Section 9.5.

“Issuer Trustees” means, collectively, the Property Trustee, the Delaware Trustee and the Administrative Trustees.

“Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

“Like Amount” means (a) with respect to any redemption of Trust Securities, Trust Securities having a Liquidation Amount equal to the principal amount of Notes to be contemporaneously redeemed in accordance with the Indenture, the proceeds of which will be used to pay the Redemption Price of such Trust Securities and (b) with respect to a distribution of Notes to the Sponsor or any of its Affiliates pursuant to Section 4.7, Notes having a principal amount equal to the aggregate Liquidation Amount of the Trust Securities of the Sponsor or its Affiliate(s) to whom such Notes are distributed.

“Liquidation Amount” means the stated amount of $1,000 per Trust Security.

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“Liquidation Date” means the date of distribution of the assets of the Issuer Trust to the Holders pursuant to Section 9.4.

“Liquidation Distribution” has the meaning specified in Section 9.4(a).

“1940 Act” means the Investment Company Act of 1940, as amended from time to time.

“Note Event of Default” means an “Event of Default” with respect to the Notes as defined in the Indenture.

“Note Redemption Date” means, with respect to any Notes to be redeemed under the Indenture, the date fixed for redemption under the Indenture.

“Note Purchase Agreement” means the Note Purchase Agreement, dated as of [            ], 2012, among the Sponsor, Goldman Sachs Capital [II] [III], as seller, Goldman, Sachs & Co., as remarketing agent, and the Issuer Trust, as purchaser.

“Note Trustee” means The Bank of New York Mellon, a New York banking corporation, solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, and any successor thereto.

“Notes” means the Sponsor’s Remarketed [    %][Floating Rate] Junior Subordinated Notes due [                    ], issued pursuant to the Indenture and as they may be amended from time to time.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by any two Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Declaration shall include:

(a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Sponsor or an Affiliate of the Sponsor and who shall be reasonably acceptable to the Property Trustee.

“Original Indenture” means the Indenture, dated as of February 20, 2004, between the Sponsor and the Note Trustee, as trustee.

“Original Trust Declaration” has the meaning specified in the recitals to this Trust Declaration.

“Outstanding,” when used with respect to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Trust Declaration, except:

(a) Trust Securities theretofore cancelled by the Securities Registrar or delivered to the Securities Registrar for cancellation;

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(b) Trust Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent (other than the Sponsor) in trust or set aside and segregated in trust by the Issuer Trust (if the Issuer Trust shall act as its own Paying Agent) for the Holders of such Trust Securities; provided that, if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Declaration;

(c) Trust Securities which have been paid or in exchange for or in lieu of which other Trust Securities have been executed and delivered pursuant to Sections 5.4, 5.5, and 5.6;

provided, however, that in determining whether the Holders of the requisite aggregate Liquidation Amount of the Outstanding Trust Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Trust Securities owned by the Sponsor, any Issuer Trustee, any other obligor upon the Trust Securities or any Affiliate of the Sponsor, any Issuer Trustee or any such other obligor shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Issuer Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Trust Securities that such Administrative Trustee or a Responsible Officer of such other Issuer Trustee or such Administrative Trustee, as the case may be, actually knows to be so owned shall be so disregarded, and (b) the foregoing shall not apply at any time when all of the outstanding Trust Securities are owned by the Sponsor, one or more of the Issuer Trustees, and/or any such Affiliate. Trust Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right so to act with respect to such Trust Securities and that the pledgee is not the Sponsor or any Affiliate of the Sponsor.

“Owner” means each Person who is the beneficial owner of Book-Entry Trust Securities as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is so reflected but is not the beneficial owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.10 and shall initially be the Bank.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee with the Bank in its trust department for the benefit of the Holders in which all amounts paid in respect of the Notes will be held and from which the Property Trustee, through the Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 and 4.2.

“Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

“Property Trustee” means the Person identified as the “Property Trustee” in the preamble to this Trust Declaration solely in its capacity as Property Trustee of the Issuer Trust and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

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“Prospectus” means the prospectus, dated [            ], 2012, of the Sponsor and the Issuer Trust, as supplemented by the prospectus supplement, dated [            ], 2012.

“Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Trust Declaration; provided that each Note Redemption Date and the stated maturity of the Notes shall be a Redemption Date for a Like Amount of Trust Securities.

“Redemption Price” means, with respect to any Trust Security, the Liquidation Amount of such Trust Security, plus accumulated and unpaid Distributions to the Redemption Date; provided that if the Sponsor paid the Make-Whole Amount (as defined in the Indenture) upon the concurrent redemption of a Like Amount of Notes, “Redemption Price” shall mean the Make-Whole Amount (as calculated and paid pursuant to the Indenture) allocated on a pro rata basis (based on Liquidation Amounts) among the Trust Securities, plus accumulated and unpaid Distributions to the Redemption Date.

“Relevant Trustee” shall have the meaning specified in Section 8.10.

“Responsible Officer” means (1) when used with respect to the Property Trustee, any vice president, any assistant treasurer, any assistant secretary, any trust officer, any assistant trust officer or any other officer of the Property Trustee, in each case located in the Corporate Trust Office and also, with respect to a particular corporate trust matter, any other officer having direct responsibility for the administration of this Trust Declaration to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (2) when used with respect to the Delaware Trustee, any officer of the Delaware Trustee customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer and having direct responsibility for the administration of this Trust Declaration to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 5.5(a).

“Sponsor” has the meaning specified in the preamble to this Trust Declaration.

“Successor Trust Security” of any particular Trust Security means every Trust Security issued after, and evidencing all or a portion of the same beneficial interest in the Issuer Trust as that evidenced by, such particular Trust Security; and, for the purposes of this definition, any Trust Security executed and delivered under Section 5.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Trust Security shall be deemed to evidence the same beneficial interest as the mutilated, destroyed, lost or stolen Trust Securities Certificate.

“Supplemental Indenture” means the [Second] [Third] Supplemental Indenture, dated as of May 15, 2007, between the Sponsor and the Note Trustee, as trustee, as amended and supplemented by the [Fourth] [Fifth] Supplemental Indenture, dated as of February 6, 2012, and the [                    ] Supplemental Indenture, each between the Sponsor and the Note Trustee, as trustee, and as may be further amended or supplemented from time to time.

“Trust Declaration” means this Amended and Restated Trust Declaration, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including (i) all exhibits hereto and (ii) for all purposes of this Trust Declaration and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Declaration and any such modification, amendment or supplement, respectively.

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“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Trust Declaration is executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trust Property” means (a) the Notes registered in the name of the Property Trustee, as Holder, in the Security Register maintained with respect to the Notes pursuant to the Indenture (and solely for this purpose “Holder” and “Security Register” have the meanings set forth in the Indenture), (b) any cash on deposit in, or owing to, the Payment Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Declaration.

“Trust Securities Certificate” means a certificate evidencing Trust Securities, substantially in the form attached as Exhibit B.

“Trust Security” means an undivided beneficial interest in the assets of the Issuer Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Declaration, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Underwriting Agreement” means the Underwriting Agreement, dated as of [            ], 2012, among the Issuer Trust, the Sponsor and the Underwriters named therein, as the same may be amended from time to time.

“United States Person” means, for U.S. federal income tax purposes, a citizen or resident of the United States, a domestic partnership, a domestic corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, and a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

ARTICLE II

CONTINUATION OF THE ISSUER TRUST; ISSUANCE OF TRUST SECURITIES AND RELATED MATTERS

Section 2.1 Name.

The statutory trust continued hereby shall be known as “[Murray][Vesey] Street Investment Trust [I][II],” as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the other Issuer Trustees, in which name the Issuer Trustees may conduct the business of the Issuer Trust, make and execute contracts and other instruments on behalf of the Issuer Trust and sue and be sued.

Section 2.2 Office of the Delaware Trustee; Principal Place of Business.

The address of the Delaware Trustee in the State of Delaware is BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware, 19711, Attention: Corporate Trust Administration, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Property Trustee, the Administrative Trustees and the Sponsor. The principal executive office of the Issuer Trust is in care of The Goldman Sachs Group, Inc., 200 West Street, New York, NY 10282.

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Section 2.3 Initial Contribution of Trust Property; Organizational Expenses.

The Property Trustee acknowledges receipt in trust from the Sponsor in connection with the Original Trust Declaration of the sum of $10, which constituted the initial Trust Property and shall be returned to the Sponsor contemporaneously with the issuance of the Trust Securities pursuant to Section 2.4. The Sponsor shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee. The Sponsor shall make no claim upon the Trust Property for the payment of such expenses.

Section 2.4 Issuance of the Trust Securities.

On [            ], 2012, the Sponsor, acting on its own behalf, and an Administrative Trustee, on behalf of the Issuer Trust and pursuant to the Original Trust Declaration, executed and delivered the Underwriting Agreement and the Note Purchase Agreement, which action is hereby authorized, approved, ratified and confirmed in all respect. Contemporaneously with the execution and delivery of this Trust Declaration, an Administrative Trustee, on behalf of the Issuer Trust, shall execute in accordance with Sections 5.2, 5.3 and 8.9(a) and deliver to the Underwriters, Trust Securities Certificates, registered in the names requested by the Underwriters or a representative thereof, evidencing [                    ] Trust Securities having an aggregate Liquidation Amount of $[        ], against receipt of the aggregate purchase price for such Trust Securities of $[        ] by the Property Trustee.

Section 2.5 Subscription and Purchase of Notes.

Contemporaneously with the execution and delivery of this Trust Declaration, an Administrative Trustee, on behalf of the Issuer Trust, shall purchase from Goldman Sachs Capital [II] [III] the Notes, registered in the name of the Property Trustee on behalf of the Issuer Trust and having an aggregate principal amount equal to $[        ], and, in satisfaction of the purchase price for such Notes, the Property Trustee, on behalf of the Issuer Trust, shall deliver to Goldman Sachs Capital [II] [III] the sum of $[        ] (being the amount delivered to the Property Trustee pursuant to Section 2.4).

Section 2.6 Declaration of Trust.

The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and to use the proceeds from such sale to acquire the Notes pursuant to the Note Purchase Agreement, and (b) to engage in only those activities necessary or incidental thereto. The Sponsor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Holders. The Administrative Trustees shall have all the rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust and, to the fullest extent permitted by law, shall not be fiduciaries with respect to the Issuer Trust or the Holders. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

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Section 2.7 Authorization To Enter into Certain Transactions.

(a) The Issuer Trustees shall conduct the affairs of the Issuer Trust in accordance with the terms of this Trust Declaration. Subject to the limitations set forth in Section 2.7(b), and in accordance with the following clauses (i) and (ii) of this Section 2.7(a), the Issuer Trustees shall have the authority to enter into all transactions and agreements determined by the Issuer Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Issuer Trustees, as the case may be, under this Trust Declaration, and to perform all acts in furtherance thereof, including without limitation the following:

(i) As among the Issuer Trustees, the Administrative Trustees, and each of them, shall have the power and authority to act on behalf of the Issuer Trust with respect to the following matters:

(A) the issuance and sale of the Trust Securities;

(B) causing the Issuer Trust to perform the Underwriting Agreement and the Note Purchase Agreement, and causing the Issuer Trust to execute, deliver and perform the Certificate Depositary Agreement and such other agreements as may be necessary or desirable in connection with the purposes and function of the Issuer Trust;

(C) assisting in the registration of the Trust Securities under the Securities Act and under applicable state securities or blue sky laws, and the qualification of this Trust Declaration as a trust indenture under the Trust Indenture Act;

(D) assisting in the listing of the Trust Securities upon such securities exchange or exchanges, if any, as shall be determined by the Sponsor, with the registration of the Trust Securities under the Exchange Act, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

(E) the sending of notices (other than notices of default) and other information regarding the Trust Securities and the Notes to the Holders in accordance with this Trust Declaration;

(F) consenting to the appointment of a Paying Agent and Securities Registrar in accordance with this Trust Declaration (which consent shall not be unreasonably withheld);

(G) the execution of the Trust Securities in accordance with this Trust Declaration;

(H) the execution and delivery of closing certificates, if any, pursuant to the Underwriting Agreement and the Note Purchase Agreement;

(I) application for a taxpayer identification number for the Issuer Trust;

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(J) to the extent provided in this Trust Declaration, the winding up of the affairs of and liquidation of the Issuer Trust and the preparation and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;

(K) unless otherwise required by applicable law, executing on behalf of the Issuer Trust (either acting alone or together with any or all of the Administrative Trustees) any documents that the Administrative Trustees have the power to execute pursuant to this Trust Declaration; and

(L) the taking of any action incidental to the foregoing as the Administrative Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Trust Declaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder).

(ii) As among the Issuer Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Issuer Trust with respect to the following matters:

(A) the establishment of the Payment Account;

(B) the receipt of the Notes;

(C) the collection of interest, principal and any other payments made in respect of the Notes and the holding of such amounts in the Payment Account;

(D) the distribution through the Paying Agent of amounts distributable to the Holders in respect of the Trust Securities;

(E) the exercise of all of the rights, powers and privileges of a holder of the Notes;

(F) the sending of notices of default and other information regarding the Trust Securities and the Notes to the Holders in accordance with this Trust Declaration;

(G) the distribution of the Trust Property in accordance with the terms of this Trust Declaration;

(H) to the extent provided in this Trust Declaration, the winding up of the affairs of and liquidation of the Issuer Trust and the execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; and

(I) after an Event of Default (other than under paragraph (b), (c), (d) or (e) of the definition of such term if such Event of Default is by or with respect to the Property Trustee) the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Declaration and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder).

Except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.7(a)(i).

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(b) So long as this Trust Declaration remains in effect, the Issuer Trust (or the Issuer Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, the Issuer Trustees (acting on behalf of the Issuer Trust) shall not (i) acquire any investments or engage in any activities not authorized by this Trust Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would cause the Issuer Trust to be classified as an association taxable as a corporation or as other than a grantor trust for U.S. federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property. The Property Trustee shall, at the sole cost and expense of the Issuer Trust, defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Issuer Trust or the Holders in their capacity as Holders.

(c) In connection with the issuance and sale of the Trust Securities, if the Administrative Trustees acting on behalf of the Issuer Trust shall desire that the actions be taken, the Sponsor shall have the responsibility to assist the Issuer Trust with respect to, or effect on behalf of the Issuer Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Trust Declaration are hereby ratified and confirmed in all respects):

(i) the preparation and filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on the appropriate form in relation to the Trust Securities, including any amendments thereto, and the taking of any action necessary or desirable to sell the Trust Securities in a transaction or a series of transactions pursuant thereto;

(ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Trust Securities and the determination of any and all such acts, other than actions that must be taken by or on behalf of the Issuer Trust, and the advice to the Issuer Trust of actions they must take on behalf of the Issuer Trust, and the preparation for execution and filing of any documents to be executed and filed by the Issuer Trust or on behalf of the Issuer Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States in connection with the sale of the Trust Securities;

(iii) if the Administrative Trustees acting on behalf of the Issuer Trust shall desire, the preparation for filing by the Issuer Trust and execution on behalf of the Issuer Trust of an application to the New York Stock Exchange or any other national stock exchange for listing, upon notice of issuance, of any Trust Securities;

(iv) the preparation for filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on Form 8-A relating to the registration of the Trust Securities under Section 12(b) or 12(g) of the Exchange Act, including any amendments thereto;

(v) the preparation and execution of a Letter of Representations to The Depository Trust Company on behalf of the Issuer Trust;

(vi) the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Trust Securities and the Note Purchase Agreement providing for the purchase of the Notes; and

(vii) the taking of any other actions necessary or desirable to carry out any of the foregoing activities.

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(d) Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will not be deemed to be an “investment company” required to be registered under the 1940 Act, or to be classified as an association taxable as a corporation or as other than a grantor trust for United States federal income tax purposes and so that the Notes will be treated as indebtedness of the Sponsor for United States Federal income tax purposes. In this connection, the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or this Trust Declaration, that each Administrative Trustee determines in its discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the Holders of the Trust Securities. In no event shall the Sponsor or the Administrative Trustees be liable to the Issuer Trust or the Holders for any failure to comply with this Section 2.7 that results from a change in law or regulation or interpretation thereof.

Section 2.8 Assets of Issuer Trust.

The assets of the Issuer Trust shall consist solely of the Trust Property.

Section 2.9 Title to Trust Property.

Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Issuer Trust and the Holders in accordance with this Trust Declaration.

ARTICLE III

PAYMENT ACCOUNT

Section 3.1 Payment Account.

(a) On or prior to the Closing Date, the Property Trustee shall establish the Payment Account. The Property Trustee and any agent of the Property Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Trust Declaration. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Holders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Notes. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof.

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ARTICLE IV

DISTRIBUTIONS; REDEMPTION

Section 4.1 Distributions.

(a) Notwithstanding that the Trust Securities represent undivided beneficial interests in the Trust Property, Distributions will be made on the Trust Securities at the rate and on the dates that payments of interest are payable on the Notes without giving effect to any deferral or nonpayment of interest on the Notes. Accordingly:

(i) Distributions on the Trust Securities shall be payable whether or not there are funds of the Issuer Trust available for the payment of Distributions and notwithstanding any exercise by the Sponsor of its right to defer the payment of interest on the Notes pursuant to the Indenture. Distributions shall accrue from and including [—] to but excluding [—], 2012 at the rate of [5.573%][Insert current LIBOR plus 0.57%] per annum. Thereafter Distributions shall accrue at a rate [of     % per annum] [equal to [identify applicable index] (as defined in the Indenture) plus     % per annum] of the Liquidation Amount of the Trust Securities and shall be payable [semi-annually][quarterly] in arrears on each [March 1,] June 1[, September 1] and December 1, commencing on [—], 2012 [(or if any such day is not a Business Day, the following Business Day) (each date on which Distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”)]. [If any date on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, payment of such Distribution shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable (each date on which Distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).] Each Distribution Date shall be the same as the corresponding Interest Payment Date (as defined in the Indenture) for the Notes, and the number of days during each accrual period for Distributions shall be the same as the number of days during the corresponding interest accrual period for the Notes. Any Distributions not paid on the applicable Distribution Date shall accrue interest at the then applicable interest rate as calculated in this Section 4.1(a)(i), to the extent permitted by law.

(ii) The amount of Distributions payable for any period less than a full Distribution Period shall be computed on the basis of a 360-day year [of twelve 30-day months] and the actual number of days elapsed in a partial month in a period.

(iii) Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and shall be payable on each Distribution Date.

(b) Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business (or 5:00 P.M., New York City time, on any day that is not a Business Day) on the relevant record date, which shall be the Business Day next preceding the relevant Distribution Date at any time when the Trust Securities are represented by a Global Trust Securities Certificate(s) (and at any other time, the [                    ] next preceding the relevant Distribution Date).

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Section 4.2 Redemption.

(a) On each Note Redemption Date and on the stated maturity of the Notes, the Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price.

(b) Notice of redemption shall be prepared by the Administrative Trustees and shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register. All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that notice of such actual Redemption Price is received pursuant to the Indenture);

(iii) the CUSIP number or CUSIP numbers of the Trust Securities affected;

(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;

(v) that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accumulate on or after said date, except as provided in Section 4.2(d); and

(vi) the place or places where the Trust Securities are to be surrendered for the payment of the Redemption Price.

(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption or repayment of Notes. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each Redemption Date whether or not the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price.

(d) If the Property Trustee gives a notice of redemption in respect of any Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, with respect to Book-Entry Trust Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Trust Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Owners thereof. With respect to Trust Securities that are not Book-Entry Trust Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders thereof upon surrender of their Trust Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders

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of Trust Securities so called for redemption will cease, except the right of such Holders to receive the Redemption Price including any unpaid Distribution payable on or prior to the Redemption Date, but without interest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Sponsor pursuant to the Guarantee Agreement, Distributions on such Trust Securities will continue to accumulate as set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.

(e) If less than all of the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of the Trust Securities to be redeemed will be allocated pro rata to the Trust Securities. The particular Trust Securities to be redeemed will be selected on a pro rata basis not more than 60 days prior to the applicable Redemption Date by the Property Trustee from the Outstanding Trust Securities not previously called for redemption, by a customary method that the Property Trustee deems fair and appropriate and which may provide for the selection for redemption of portions (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of the Liquidation Amount of Trust Securities of a denomination larger than $1,000. The Property Trustee will promptly notify the Securities Registrar in writing of the Trust Securities selected for redemption and, in the case of any Trust Securities selected for partial redemption, the Liquidation Amount to be redeemed. For all purposes of this Amended and Restated Declaration of Trust, unless the context otherwise requires, all provisions relating to the redemption of Trust Securities will relate, in the case of any Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Trust Securities which has been or is to be redeemed.

Section 4.3 Payment Procedures.

Payments of Distributions in respect of the Trust Securities shall be made by check mailed to the address of the Holder entitled thereto as such address shall appear on the Securities Register or, if the Trust Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds, which shall credit the relevant Holders’ accounts at such Clearing Agency on the applicable Distribution Dates.

Section 4.4 Payment of Taxes, Duties, Etc. of the Issuer Trust.

Upon receipt of funds therefor from the Sponsor pursuant to Section 4.6 hereof, the Property Trustee shall promptly pay any taxes, duties or governmental charges of whatsoever nature (other than withholding taxes) imposed on the Issuer Trust by the United States or any other taxing authority.

Section 4.5 Payments Under Indenture or Pursuant to Direct Actions.

Any amount payable hereunder to any Holder of Trust Securities shall be reduced by the amount of any corresponding payment such Holder (or an Owner with respect to the Holder’s Trust Securities) has directly received pursuant to Section 2.12 of the Supplemental Indenture or Section 5.12 of this Trust Declaration.

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Section 4.6 Payment of Expenses of the Issuer Trust.

The Sponsor shall pay to the Issuer Trust, and reimburse the Issuer Trust for, the full amount of any costs, expenses or liabilities of the Issuer Trust (other than obligations of the Issuer Trust to pay the Holders of any Trust Securities or other similar interests in the Issuer Trust the amounts due such Holders pursuant to the terms of the Trust Securities or such other similar interests, as the case may be), including, without limitation, any taxes, duties or other governmental charges of whatever nature (other than withholding taxes) imposed on the Issuer Trust by the United States or any other taxing authority. Such payment obligation includes any such costs, expenses or liabilities of the Issuer Trust that are required by applicable law to be satisfied in connection with a dissolution of the Issuer Trust.

Section 4.7 Exchanges.

If at any time the Sponsor or any of its Affiliates (in either case, a “Sponsor Affiliated Owner/Holder”) is the Owner or Holder of any Trust Securities, such Sponsor Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Trust Securities as it elects and receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Sponsor Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of the Trust Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Sponsor Affiliated Owner/Holder having delivered or caused to be delivered to the Property Trustee or its designee the Trust Securities which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Trust Securities will be cancelled and will no longer be deemed to be Outstanding and all rights of the Sponsor or its Affiliate(s) with respect to such Trust Securities will cease.

ARTICLE V

TRUST SECURITIES CERTIFICATES

Section 5.1 Initial Ownership.

Upon the formation of the Issuer Trust and the contribution by the Sponsor pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Sponsor shall be the sole beneficial owner of the Issuer Trust. At any time during which any Trust Securities are outstanding, the Sponsor shall not be a beneficial owner of the Issuer Trust, except to the extent it is a Holder or Owner of Trust Securities.

Section 5.2 The Trust Securities Certificates.

(a) The Trust Securities Certificates shall be issued in denominations of $1,000 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Issuer Trust by manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of Administrative Trustees shall be validly issued and entitled to the benefits of this Trust Declaration, notwithstanding that such individuals or any of them shall have ceased to be Administrative Trustees prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Section 5.5.

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(b) Upon their original issuance, Trust Securities Certificates shall be issued in the form of one or more Global Trust Securities Certificates registered in the name of DTC, as Clearing Agency, or its nominee and deposited with DTC or a custodian for DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). All Trust Securities Certificates shall be issued substantially in the form of Exhibit B hereto, with such changes, insertions, notations and legends (if other than as contemplated by Exhibit B) as may be deemed appropriate by the Sponsor and the Administrative Trustees.

Section 5.3 Execution and Delivery of Trust Securities Certificates.

At the Closing Date, the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Section 2.4, to be executed on behalf of the Issuer Trust by manual or facsimile signature and delivered to or upon the written order of the Sponsor executed by one of its Authorized Officers without further corporate action by the Sponsor, in authorized denominations.

Section 5.4 Book-Entry Trust Securities.

As provided in Section 5.2(b), Trust Securities, upon original issuance, will be issued in the form of Global Trust Securities Certificates representing Book-Entry Trust Securities, to be delivered to DTC or its nominee by, or on behalf of, the Issuer Trust. Such Global Trust Securities Certificates shall initially be registered on the Securities Register in the name of Cede & Co., the nominee of DTC, and no Owner will receive a Definitive Trust Securities Certificate representing such Owner’s interest in such Trust Securities, except as provided in this Section 5.4.

(a) Each Global Trust Securities Certificate issued under this Trust Declaration shall be registered in the name of the Clearing Agency or a nominee thereof designated by the Sponsor for the related Book-Entry Trust Securities and delivered to such Clearing Agency or a nominee thereof or custodian therefor and each such Global Trust Securities Certificate shall constitute a single Trust Securities Certificate for all purposes of this Trust Declaration.

(b) Notwithstanding any other provision in this Trust Declaration, no Global Trust Securities Certificate may be exchanged in whole or in part for Trust Securities Certificates registered, and no transfer of a Global Trust Securities Certificate in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Trust Securities Certificate or a nominee thereof unless (i) the Clearing Agency advises the Sponsor and the Property Trustee in writing that the Clearing Agency is no longer willing or able to discharge its responsibilities with respect to the Global Trust Securities Certificates or has ceased to be a Clearing Agency, (ii) the Sponsor at its option advises the Clearing Agency in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) a Note Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i) or (ii) above, the Sponsor and one or more Administrative Trustees acting on behalf of the Issuer Trust may, in their sole discretion within 60 days, designate a successor Clearing Agency to maintain a book-entry system for Trust Securities represented by a Global Trust Securities Certificate(s), whereupon the certificate(s) representing all Outstanding Book-Entry Trust Securities shall be promptly exchanged for a new Global Trust Securities Certificate(s) representing all such Trust Securities and registered in the name of the successor Clearing Agency or its nominees. Upon the occurrence of any event specified in clause (iii) above, or in clause (i) or (ii) above if the Sponsor does not designate a successor Clearing Agency as provided above, all the Global Trust Securities Certificate(s) representing all Book-Entry Trust Securities shall, promptly upon surrender to the Property Trustee or its agent as

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provided in this Article V, be exchanged for Definitive Trust Securities Certificate(s) registered in such names and having such denominations as the Clearing Agency, or its nominee, shall designate as provided in this Article V.

(c) If any Global Trust Securities Certificate is to be exchanged for other Trust Securities Certificates or cancelled in part, or if another Trust Securities Certificate is to be exchanged in whole or in part for a beneficial interest in any Global Trust Securities Certificate, then either (i) such Global Trust Securities Certificate shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the aggregate Liquidation Amount represented by such Global Trust Securities Certificate shall be reduced, subject to Section 5.2, or increased by an amount equal to the Liquidation Amount represented by that portion of the Global Trust Securities Certificate to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such other Trust Securities Certificates to be so exchanged for Global Trust Securities represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Trust Securities Certificate or Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Trust Securities Certificates in accordance with the instructions of the Clearing Agency. None of the Securities Registrar or the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Securities Certificates, the Issuer Trustees and shall recognize the Holders of the Definitive Trust Securities Certificates as Holders. The Definitive Trust Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

(d) Every Trust Securities Certificate executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Trust Securities Certificate or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Trust Securities Certificate, unless such Trust Securities Certificate is registered in the name of a Person other than the Clearing Agency for such Global Trust Securities Certificate or a nominee thereof.

(e) The Clearing Agency or its nominee, as registered owner of a Global Trust Securities Certificate, shall be the Holder of such Global Trust Securities Certificate for all purposes under this Trust Declaration and the Global Trust Securities Certificate, and Owners with respect to a Global Trust Securities Certificate shall hold any interests they may have therein pursuant to the Applicable Procedures. The Securities Registrar and the Issuer Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Declaration relating to the Book-Entry Trust Securities (including payment of the Liquidation Amount of and Distributions on the Trust Securities evidenced by Book-Entry Trust Securities and giving notices to Holders, and Holders giving notices or taking any other action, with respect to such Trust Securities) as the sole Holder of Trust Securities evidenced by the Book-Entry Trust Securities and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency.

The rights of the Owners of the Book-Entry Trust Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. All payments, transfers, credits and debits effected by the Clearing Agency or any direct or indirect participant therein, and all actions taken by the Clearing Agency or its nominee as Holder, in respect of

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Book-Entry Trust Securities shall be the responsibility solely of the Clearing Agency and/or its direct and indirect participants, as applicable, and none of the Sponsor or the Issuer Trustees shall have any responsibility or obligation with respect thereto.

Section 5.5 Registration of Transfer and Exchange of Trust Securities Certificates.

(a) The Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (the “Securities Register”) in which the registrar designated by the Property Trustee (the “Securities Registrar”) with the reasonable consent of the Administrative Trustees, subject to such reasonable regulations as it may prescribe, shall provide for the registration of Trust Securities Certificates and registration of transfers and exchanges of Trust Securities Certificates as herein provided. The Bank shall be the initial Securities Registrar.

Upon surrender for registration of transfer of any Trust Securities Certificate at the office or agency maintained pursuant to Section 5.9, the Administrative Trustees or any one of them shall execute by manual or facsimile signature and deliver to the Property Trustee for further delivery, in the name of the designated transferee or transferees, one or more new Trust Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee.

The Securities Registrar shall not be required to register the transfer of any Trust Securities that have been called for redemption. At the option of a Holder, Trust Securities Certificates may be exchanged for other Trust Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.9.

Every Trust Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Trust Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Property Trustee or Securities Registrar in accordance with such Person’s customary practice.

No service charge shall be made for any registration of transfer or exchange of Trust Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Securities Certificates.

The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as Securities Registrar, for so long as the Bank shall act as Securities Registrar.

Whenever this Trust Declaration makes reference to the execution of Trust Securities Certificates, such reference to execution shall mean manual execution by an Administrative Trustee or, in the alternative, execution by facsimile signature by an Administrative Trustee and authentication by the Property Trustee.

Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper Administrative Trustees of the Issuer Trust shall bind the Issuer Trust, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Trust Securities Certificates or did not hold such offices at the date of such Trust Securities Certificates.

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Each Trust Securities Certificate that is executed by facsimile and authenticated by the Property Trustee shall be dated the date of its authentication.

(b) Certain Transfers and Exchanges. Notwithstanding any other provision of this Trust Declaration, transfers and exchanges of Trust Securities Certificates and beneficial interests in Book-Entry Trust Securities of the kinds specified in this Section 5.5(b) shall be made only in accordance with this Section 5.5(b).

(i) Non-Global Trust Securities Certificate to Global Trust Securities Certificate. If the Holder of a Trust Securities Certificate (other than a Global Trust Securities Certificate) wishes at any time to transfer all or any portion of the Trust Securities represented thereby to a Person who wishes to take delivery thereof in the form of Book-Entry Trust Securities represented by a Global Trust Securities Certificate, such transfer may be effected only in accordance with the provisions of this Clause (b)(i) and subject to the Applicable Procedures, and only if there are other Book-Entry Trust Securities Outstanding or the Sponsor consents to such exchange in advance. Upon receipt by the Securities Registrar of such Trust Securities Certificate as provided in Section 5.5(a) and instructions satisfactory to the Securities Registrar directing that a specified number of Trust Securities to be represented by the Global Trust Securities Certificate not greater than the number of Trust Securities represented by such Trust Securities Certificate be credited to a specified Clearing Agency Participant’s account then the Securities Registrar shall cancel such Trust Securities Certificate (and issue a new Trust Securities Certificate in respect of any untransferred portion thereof) as provided in Section 5.5(a) and increase the aggregate Liquidation Amount of the Global Trust Securities Certificate by the Liquidation Amount represented by such Trust Securities so transferred as provided in Section 5.5(c).

(ii) Non-Global Trust Securities Certificate to Non-Global Trust Securities Certificate. Trust Securities other than Book-Entry Trust Securities may be transferred, in whole or in part, to a Person who takes delivery in the form of a Trust Securities Certificate that is not a Global Trust Securities Certificate as provided in Section 5.5(a).

(iii) Global Trust Securities Certificate to Non-Global Trust Securities Certificate. Trust Securities represented by a Global Trust Securities Certificate may be exchanged for a Trust Securities Certificate that is not a Global Trust Securities Certificate as provided in Section 5.4.

Before registering for transfer or exchange any Trust Securities Certificates issued in certificated fully registered form as provided in Sections 5.2, 5.4 or 5.5, the Property Trustee as Securities Registrar may require an Opinion of Counsel or other evidence satisfactory to it (which may include a certificate from such purchaser or Holder) that the purchase and holding of such Trust Securities by such purchaser or Holder will be exempt from Section 406 of ERISA and Section 4975 of the Code by reason of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption with respect to such purchase or holding and, in the case of any purchaser or Holder relying on any exemption other than PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, an Opinion of Counsel or other evidence satisfactory to the Property Trustee with respect to the availability of such exemption. Any purchaser or Holder of any Trust Securities or any interest therein will be deemed to have represented by its purchase and holding thereof that it either (i) is not a Plan or a Plan Asset Entity and is not purchasing such Trust Securities on behalf of or with “plan assets” of any Plan, or (ii) the purchase and holding of any such Trust Security is exempt from Section 406 of ERISA and Section 4975 of the Code by reason of PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption with respect to such purchase or holding.

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(c) The Property Trustee shall not be required to insure or verify compliance with securities laws, including the Securities Act, Exchange Act and 1940 Act, in connection with transfers and exchanges of Trust Securities Certificates.

Section 5.6 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a protected purchaser, the Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section 5.6, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section 5.6 shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

Section 5.7 Persons Deemed Holders.

The Issuer Trustees, the Paying Agent and the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and neither the Issuer Trustees, the Paying Agent nor the Securities Registrar shall be bound by any notice to the contrary.

Section 5.8 Access to List of Holders’ Names and Addresses.

Each Holder and each Owner shall be deemed to have agreed not to hold the Sponsor, the Property Trustee, the Delaware Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 5.9 Maintenance of Office or Agency.

The Property Trustee shall designate, with the consent of the Administrative Trustees, which consent shall not be unreasonably withheld, an office or offices or agency or agencies where Trust Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer Trustees in respect of the Trust Securities Certificates may be served. The Corporate Trust Office of the Property Trustee is initially designated the office for such purpose. The Administrative Trustees or the Property Trustee shall give prompt written notice to the Sponsor and to the Holders of any change in the location of the Securities Register or any such office or agency.

Section 5.10 Appointment of Paying Agent.

The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for the purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and

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remove the Paying Agent in their sole discretion. The Paying Agent shall initially be the Bank, and any co-paying agent chosen by the Bank, and reasonably acceptable to the Administrative Trustees. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. In the event that the Bank shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee and the Sponsor to act as Paying Agent (which shall be a bank or trust company). Such successor Paying Agent or any additional Paying Agent shall execute and deliver to the Issuer Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Section 8.1 (other than (c), (d), (e)(i), (e)(iii) and (e)(vii) thereof), Section 8.3 (other than (g) and (j) thereof) and Section 8.6 shall apply to the Bank also in its role as Paying Agent, for so long as the Bank shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Trust Declaration to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 5.11 Notices to Clearing Agency.

To the extent that a notice or other communication to the Owners is required under this Trust Declaration, unless and until Definitive Trust Securities Certificates shall have been issued to all Owners pursuant to Section 5.4(b), the Issuer Trustees shall give all such notices and communications specified herein to be given to Owners to the Clearing Agency, and shall have no obligations to the Owners.

Section 5.12 Rights of Holders.

(a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Issuer Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Declaration. The Trust Securities shall have no preemptive or similar rights and, when issued and delivered to Holders against payment of the purchase price therefor will be fully paid and nonassessable undivided beneficial interests in Trust Property. The Holders, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

(b) For so long as any Trust Securities remain Outstanding, if, upon a Note Event of Default, the Note Trustee fails or the holders of not less than 25% in aggregate principal amount of the outstanding Notes fail to declare the principal of all of the Notes to be immediately due and payable, the Property Trustee or the Holders of at least 25% in aggregate Liquidation Amount of the Trust Securities then Outstanding shall have such right, which may be exercised by giving notice in writing to the Sponsor and the Note Trustee with a copy to the Property Trustee, in the case of notice by the Holders of the Trust Securities, or to the Sponsor, the Notes Trustee and the Holders of the Trust Securities, in the case of notice by the Property Trustee; and upon any such declaration such principal amount of and the accrued interest on all of the Notes shall become immediately due and payable, provided that the payment of principal and interest on such Notes shall remain subordinated to the extent provided in the Indenture.

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At any time after such a declaration of acceleration with respect to the Notes has been made by the Holders of Trust Securities and before a judgment or decree for payment of the money due has been obtained by the Note Trustee as provided in the Indenture, the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Trust Securities, by written notice to the Property Trustee, the Sponsor and the Note Trustee, may rescind and annul such declaration and its consequences if:

(i) the Sponsor has paid or deposited with the Note Trustee a sum sufficient to pay

(A) all overdue interest on all of the Notes,

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

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

(ii) all Note Events of Default, other than the non-payment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 513 of the Indenture.

The Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Trust Securities may, on behalf of the Holders of all the Trust Securities, waive any past default under the Indenture, except a default in the payment of principal, premium (if any) or interest (unless such default has been cured and a sum sufficient to pay all overdue interest and principal due otherwise than by acceleration has been deposited with the Note Trustee) or a default in respect of a covenant or provision which under Article IX of the Original Indenture, as modified by the Supplemental Indenture, cannot be modified or amended without the consent of the holder of each outstanding Note. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of the Trust Securities all or part of which is represented by Book-Entry Trust Securities, a record date shall be established for determining Holders of Outstanding Trust Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.12(b).

(c) For so long as any Trust Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Declaration and the Indenture, upon a Note Event of Default specified in Section 501(1) or 501(2) of the Indenture, any Holder of Trust Securities shall have the right to institute a proceeding directly against the Sponsor, pursuant to Section 2.12 of the Supplemental

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Indenture for enforcement of payment to such Holder of the principal amount of or premium (if any) or interest on Notes having a principal amount equal to the Liquidation Amount of the Trust Securities of such Holder (a “Direct Action”). Except as set forth in this Section 5.12, the Holders of Trust Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Notes.

Section 5.13 CUSIP Numbers.

The Issuer Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials.

ARTICLE VI

ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1 Limitations on Voting Rights.

(a) Except as expressly provided in this Trust Declaration and in the Indenture and as otherwise required by law, no Holder of Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

(b) So long as any Notes are held by the Issuer Trust, the Property Trustee shall not (i) direct the time, method or place of conducting any proceeding for any remedy available to the Note Trustee, or execute any trust or power conferred on the Property Trustee with respect to such Notes, (ii) waive any past default that may be waived under Section 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Trust Securities, provided that where a consent under the Indenture would require the consent of each holder of Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of the Holder of each Outstanding Trust Security. The Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Trust Securities, except by a subsequent vote of the Holders of Trust Securities. The Property Trustee shall notify all Holders of the Trust Securities of any notice of default received from the Note Trustee with respect to the Notes. In addition to obtaining the foregoing approvals of the Holders of the Trust Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes.

Section 6.2 Notice of Meetings.

Notice of all meetings of Holders of Trust Securities, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each such Holder at such

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Holder’s address as it appears in the Securities Register as of the record date for such meeting. Such notice shall be sent, first-class mail, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice.

Section 6.3 Meetings of Holders of Trust Securities.

No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of Holders of Trust Securities to vote on any matter upon the written request of the Holders of record of at least 25% of the aggregate Liquidation Amount of Outstanding Trust Securities and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of Holders of Trust Securities to vote on any matters as to which Holders of Trust Securities are entitled to vote.

Holders of at least 50% of the aggregate Liquidation Amount of Outstanding Trust Securities, present in person or by proxy, shall constitute a quorum at any meeting of Holders of Trust Securities.

If a quorum is present at a meeting, an affirmative vote by the Holders of record present, in person or by proxy, holding at least a majority of the aggregate Liquidation Amount of Outstanding Trust Securities held by the Holders of record present, either in person or by proxy, at such meeting shall constitute the action of the Holders of Trust Securities, unless this Issuer Trust Declaration requires a greater number of affirmative votes.

Section 6.4 Voting Rights.

In respect of any matter as to which a Holder is entitled to vote, such Holder shall be entitled to one vote for each $1,000 in Liquidation Amount of Trust Securities held of record by such Holder.

Section 6.5 All Votes Must Be Made by a United States Person.

Voting and consensual rights available to or in favor of Holders or Owners under this Trust Declaration may be exercised only by a United States Person that is a beneficial owner of a Trust Security or by a United States Person acting as irrevocable agent with discretionary powers for the beneficial owner of a Trust Security that is not a United States Person. Holders that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to such voting and consensual rights.

Section 6.6 Proxies, Etc.

At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Property Trustee, or with such other officer or agent of the Issuer Trust as the Property Trustee may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee. Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution.

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Section 6.7 Holder Action by Written Consent.

Any action that may be taken by Holders at a meeting may be taken without a meeting and without prior notice, if Holders holding a majority of the aggregate Liquidation Amount of the Outstanding Trust Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Declaration) shall consent to the action in writing.

Section 6.8 Record Date for Voting and Other Purposes.

For the purpose of determining the Holders who are entitled to notice of and to vote at any meeting or to act by written consent, or to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Declaration, or for the purpose of any other action, the Administrative Trustees or Property Trustee may from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or the payment of a Distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes.

Section 6.9 Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Trust Declaration to be given, made or taken by Holders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders or Owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Property Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders or Owners signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Declaration and (subject to Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided in this Section 6.9.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that any Issuer Trustee receiving the same deems sufficient.

The ownership of Trust Securities shall be proved by the Securities Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Trust Security shall bind every future Holder of the same Trust Security and the Holder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Issuer Trustees or the Issuer Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount.

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If any dispute shall arise between the Holders and the Issuer Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder or Issuer Trustee under this Article VI, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

Section 6.10 Inspection of Records.

Upon reasonable written notice to the Administrative Trustees and the Property Trustee, the records of the Issuer Trust shall be open to inspection by Holders during normal business hours for any purpose reasonably related to such Holder’s interest as a Holder.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7.1 Representations and Warranties of the Property Trustee and the Delaware Trustee.

The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Sponsor and the Holders that:

(a) the Property Trustee is a New York banking corporation;

(b) the Property Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Declaration and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Declaration;

(c) the Delaware Trustee is a banking corporation duly organized, validly existing under the laws of the State of Delaware;

(d) the Delaware Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Declaration and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Declaration;

(e) this Trust Declaration has been duly authorized, executed and delivered by the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(f) the execution, delivery and performance of this Trust Declaration have been duly authorized by all necessary corporate or other action on the part of the Property Trustee and the Delaware Trustee and do not require any approval of shareholders of the Property Trustee and stockholders of the Delaware Trustee and such execution, delivery and performance will not (i) violate the charter or by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any provision of any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Delaware Trustee is a party or by which it is bound, which violation would materially and adversely affect the Issuer Trust, the Holders or the ability of the Property Trustee or the Delaware Trustee to enter into or perform their obligations under the Trust Declaration, or result in the creation, or imposition of any Lien on any properties included in the Trust Property, or (iii) violate any law, governmental rule or regulation

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of the United States, the State of New York or the State of Delaware, as the case may be, governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee;

(g) neither the authorization, execution or delivery by the Property Trustee or the Delaware Trustee of this Trust Declaration nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, trust or general powers of the Property Trustee or the Delaware Trustee, as the case may be, under the laws of the United States, the State of New York or the State of Delaware;

(h) there are no proceedings pending or, to the best of each of the Property Trustee’s and the Delaware Trustee’s knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, in the good faith judgment of the Property Trustee or the Delaware Trustee, as the case may be, as amended individually or in the aggregate, would materially and adversely affect the Issuer Trust or the right, power and authority of the Property Trustee or the Delaware Trustee, as the case may be, to enter into or perform its obligations as one of the Issuer Trustees under this Trust Declaration.

Section 7.2 Representations and Warranties of Sponsor.

The Sponsor hereby represents and warrants for the benefit of the Holders that the Trust Securities Certificates issued on the Closing Date on behalf of the Issuer Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Issuer Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Declaration and the Holders will be, as of each such date, entitled to the benefits of this Trust Declaration.

ARTICLE VIII

THE ISSUER TRUSTEES

Section 8.1 Certain Duties and Responsibilities.

(a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust Declaration and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Declaration shall require any of the Issuer Trustees to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Trust Declaration relating to the conduct or affecting the liability of or affording protection to the Issuer Trustees shall be subject to the provisions of this Article VIII. To the extent that, at law or in equity, an Issuer Trustee has duties and liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer Trustee’s good faith reliance on the provisions of this Trust Declaration. Except as otherwise required by the Trust Indenture Act and the Commission’s rules and regulations thereunder applicable to indentures qualified under such Act, the provisions of this Trust Declaration, to the extent that they restrict the duties and liabilities of the Issuer Trustees otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace such other duties and liabilities of the Issuer Trustees.

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(b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Issuer Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set forth elsewhere in this Trust Declaration or, in the case of the Property Trustee, in the Trust Indenture Act.

(c) If an Event of Default has occurred and is continuing, the Property Trustee shall enforce this Trust Declaration for the benefit of the Holders.

(d) The Property Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Declaration (including pursuant to Section 10.10), and no implied covenants shall be read into this Trust Declaration against the Property Trustee. If an Event of Default has occurred (that has not been cured or waived pursuant to Section 513 of the Original Indenture), the Property Trustee shall exercise such of the rights and powers vested in it by this Trust Declaration, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(e) No provision of this Trust Declaration shall be construed to relieve the Property Trustee or the Delaware Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Trust Declaration (including pursuant to Section 10.10), and the Property Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Declaration (including pursuant to Section 10.10); and

(B) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the requirements of this Trust Declaration; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Property Trustee, the Property Trustee shall be under a duty to examine the same to determine whether or not they conform on their face to the requirements of this Trust Declaration;

(ii) the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less

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than a majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Declaration;

(iv) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Notes and the Payment Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Trust Declaration and the Trust Indenture Act;

(v) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree in writing with the Sponsor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law;

(vi) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Sponsor with their respective duties under this Trust Declaration, nor shall the Property Trustee be liable for the default or misconduct of the Administrative Trustees or the Sponsor; and

(vii) subject to Section 8.1(c), no provision of this Trust Declaration shall require the Property Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Property Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Trust Declaration or adequate indemnity against such risk or liability is not reasonably assured to it.

(f) The Administrative Trustees shall not be responsible for monitoring the compliance by the other Issuer Trustees or the Sponsor with their respective duties under this Trust Declaration, nor shall any Administrative Trustee be liable for the default or misconduct of any other Administrative Trustee, the other Issuer Trustees or the Sponsor.

Section 8.2 Certain Notices.

Within 30 days after the occurrence of any Event of Default actually known to a Responsible Officer of the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such Event of Default to the Holders, the Administrative Trustees and the Sponsor, unless such Event of Default shall have been cured or waived.

Within five Business Days after the receipt of written notice of the Sponsor’s exercise of its right to defer the payment of interest on the Notes pursuant to the Indenture, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such exercise to the Holders, unless such exercise shall have been revoked.

The Property Trustee shall not be deemed to have knowledge of an Event of Default unless the Property Trustee shall have received written notice or a Responsible Officer of the Property Trustee charged with the administration of this Trust Declaration shall have obtained actual knowledge of such Event of Default.

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Section 8.3 Certain Rights of Property Trustee.

Subject to the provisions of Section 8.1:

(a) the Property Trustee may conclusively rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) if (i) in performing its duties under this Trust Declaration the Property Trustee is required to decide between alternative courses of action or (ii) in construing any of the provisions of this Trust Declaration the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein or (iii) the Property Trustee is unsure of the application of any provision of this Trust Declaration, then, except as to any matter as to which the Holders of Trust Securities are entitled to vote under the terms of this Trust Declaration, the Property Trustee shall deliver a notice to the Sponsor requesting the Sponsor’s direction as to the course of action to be taken and, if not so directed, the Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall deem advisable and in the best interests of the Holders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct;

(c) any direction or act of the Sponsor contemplated by this Trust Declaration shall be sufficiently evidenced by an Officers’ Certificate;

(d) any direction or act of an Administrative Trustee contemplated by this Declaration of Trust shall be sufficiently evidenced by a certificate executed by such Administrative Trustee and setting forth such direction or act;

(e) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or reregistration thereof;

(f) the Property Trustee may consult with counsel of its selection (which counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice; the Property Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Declaration from any court of competent jurisdiction;

(g) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Declaration at the request or direction of any of the Holders pursuant to this Trust Declaration, unless such Holders shall have offered to the Property Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; provided that nothing contained in this Section 8.3(g) shall be taken to relieve the Property Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Trust Declaration;

(h) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or

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document, unless requested in writing to do so by one or more Holders, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit at the expense of the Sponsor and in all events shall incur no liability of any kind by reason of such inquiry or investigation;

(i) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee shall be responsible only for its own negligence or willful misconduct with respect to selection of any agent or attorney appointed by it hereunder and shall not be liable for any act or omission of such agent or attorney selected with due care;

(j) whenever in the administration of this Trust Declaration the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder the Property Trustee (i) may request instructions from the Holders of the Trust Securities which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in acting in accordance with such instructions;

(k) except as otherwise expressly provided by this Trust Declaration, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Declaration;

(l) the Property Trustee shall not be liable for special, indirect or consequential damages except to the extent caused by its negligence, willful misconduct or bad faith;

(m) in no event shall the Property Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Property Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and

(n) the rights, privileges, protections, immunities and benefits given to the Property Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Property Trustee in each of its capacities hereunder.

No provision of this Trust Declaration shall be deemed to impose any duty or obligation on any Issuer Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which any Issuer Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to any Issuer Trustee shall be construed to be a duty.

Section 8.4 Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Issuer Trust, and the Issuer Trustees do not assume any responsibility for their correctness. The Issuer Trustees shall not be accountable for the use or application by the Sponsor of the proceeds of the Notes.

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Section 8.5 May Hold Securities.

Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13 and except as provided in the definition of the term “Outstanding” in Article I, may otherwise deal with the Issuer Trust with the same rights it would have if it were not an Issuer Trustee or such other agent.

Section 8.6 Compensation; Indemnity; Fees.

The Sponsor agrees:

(a) to pay to the Issuer Trustees from time to time such reasonable compensation as shall be agreed in writing between the Issuer Trustees and the Sponsor for all services rendered by them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Issuer Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Issuer Trustees in accordance with any provision of this Trust Declaration (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as shall have been determined to have been caused by its negligence, bad faith or willful misconduct; and

(c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Issuer Trustee, (ii) each Paying Agent, (iii) any Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder, employee, representative or agent of any Issuer Trustee, and (v) any employee or agent of the Issuer Trust (referred to herein as an “Indemnified Person”) from and against any loss, damage, liability, action, suit, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or dissolution of the Issuer Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Issuer Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Declaration, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence, bad faith or willful misconduct with respect to such acts or omissions.

The provisions of this Section 8.6 shall survive the termination of this Trust Declaration or the earlier resignation or removal of any Issuer Trustee.

No Issuer Trustee may claim any Lien on any Trust Property as a result of any amount due pursuant to this Section 8.6.

Notwithstanding any provisions of law or equity, the Sponsor and any Issuer Trustee (in the case of the Property Trustee, subject to Section 8.8) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall have no rights by virtue of this Trust Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Issuer Trust, shall not be

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deemed wrongful or improper. Notwithstanding any provisions of law or equity, neither the Sponsor nor any other Issuer Trustee shall be obligated to present any particular investment or other opportunity to the Issuer Trust even if such opportunity is of a character that, if presented to the Issuer Trust, could be taken by the Issuer Trust, and the Sponsor or any Issuer Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Issuer Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as Depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

Section 8.7 Corporate Property Trustee Required; Eligibility of Issuer Trustees.

(a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is a national or state chartered bank and eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 8.7 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section 8.7, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VIII. At the time of appointment, the Property Trustee must have securities rated in one of the three highest rating categories by a nationally recognized statistical rating organization.

(b) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity.

(c) There shall at all times be a Delaware Trustee. The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law and that shall act through one or more persons authorized to bind such entity.

Section 8.8 Conflicting Interests.

(a) If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust Declaration.

(b) The Guarantee Agreement and the Indenture shall be deemed to be specifically described in this Trust Declaration for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 8.9 Co-Trustees and Separate Trustee.

Unless and until a Note Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Property Trustee shall have power to appoint, and upon the written request of the Property Trustee, the Sponsor and the Administrative Trustees shall for such purpose join in the execution, delivery and performance of all instruments and

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agreements necessary or proper to appoint, one or more Persons approved by the Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 8.9. If a Note Event of Default shall have occurred and be continuing, the Property Trustee shall have the sole power to so appoint such a co-trustee or separate trustee, and upon the written request of the Property Trustee, the Sponsor, and the Administrative Trustees shall for such purpose join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint, such co-trustee or separate trustee. Any co-trustee or separate trustee appointed pursuant to this Section 8.9 shall either be (i) a natural person who is at least 21 years of age and a resident of the United States or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons authorized to bind such entity.

Should any written instrument from the Sponsor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Sponsor.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(a) The Trust Securities shall be executed by at least one Administrative Trustee and the Trust Securities shall be delivered by the Property Trustee or an Administrative Trustee on behalf of the Property Trustee and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Property Trustee specified hereunder shall be exercised solely by the Property Trustee and not by such co-trustee or separate trustee.

(b) The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.

(c) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Sponsor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 8.9, and, in case a Note Event of Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Sponsor. Upon the written request of the Property Trustee, the Sponsor shall join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigning or removed may be appointed in the manner provided in this Section 8.9.

(d) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee or any other trustee hereunder.

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(e) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee.

(f) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Section 8.10 Resignation and Removal; Appointment of Successor.

No resignation or removal of any Issuer Trustee (the “Relevant Trustee”) and no appointment of a successor Issuer Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Issuer Trustee in accordance with the applicable requirements of Section 8.11.

Subject to the immediately preceding paragraph, a Relevant Trustee may resign at any time by giving written notice thereof to the Holders and by appointing a successor Relevant Trustee. The Relevant Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements its expenses and charges to serve as the Relevant Trustee on a form provided by the Administrative Trustees, and selecting the Person who agrees to the lowest expenses and charges. If the instrument of acceptance by the successor Issuer Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 60 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Sponsor, in the case of the Property Trustee, any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

The Administrative Trustees, or any of them, may be removed at any time by the Sponsor.

The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the Holders of at least a majority in Liquidation Amount of the Trust Securities, delivered to the Relevant Trustee (in its individual capacity and, in the case of the Property Trustee, on behalf of the Issuer Trust) (i) for cause (including upon the occurrence of an Event of Default described in subparagraph (d) of the definition thereof with respect to the Relevant Trustee), or (ii) at any time if a Note Event of Default shall have occurred and be continuing. Unless and until a Note Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at any time by the Sponsor.

If a resigning Property Trustee or Delaware Trustee shall fail to appoint a successor, or if the Property Trustee or the Delaware Trustee shall be removed or become incapable of acting as Issuer Trustee, or if a vacancy shall occur in the office of the Property Trustee or the Delaware Trustee for any cause, the Sponsor or, if a Note Event of Default shall have occurred and be continuing, the Holders of the Trust Securities, by Act of the Holders of not less than 25% in aggregate Liquidation Amount of the Trust Securities then Outstanding delivered to such Relevant Trustee, may appoint a successor Relevant Trustee or Issuer Trustees, and such successor Issuer Trustee shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee shall have been so appointed by the Sponsor or the Holders of the Trust Securities, as the case may be, and accepted appointment in the manner required by Section 8.11, any Holder, on behalf of such Holder and all others similarly situated, or any other Issuer Trustee, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in Section 10.8 and shall give notice to the Sponsor and the Administrative Trustees. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee.

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Notwithstanding the foregoing or any other provision of this Trust Declaration, in the event any Administrative Trustee who is a natural person dies or becomes, in the opinion of the Sponsor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by appointment by the remaining Administrative Trustees.

Section 8.11 Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee (if requested by the Sponsor) and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Issuer Trust and (b) shall add to or change any of the provisions of this Trust Declaration as shall be necessary to provide for or facilitate the administration of the Issuer Trust by more than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act; but, on request of the Issuer Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Issuer Trust.

Upon request of any such successor Relevant Trustee, the Issuer Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph.

No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article VIII.

Section 8.12 Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided that such Person shall be otherwise eligible under this Article VIII, without the execution or filing of any paper or any further act on the part of any of the parties hereto, other than the filing of an amendment to the Certificate of Trust to the extent required under the Delaware Statutory Trust Act.

Section 8.13 Preferential Collection of Claims Against Sponsor or the Issuer Trust.

If and when the Property Trustee shall be or become a creditor of the Sponsor or the Issuer Trust (or any other obligor upon the Trust Securities), the Property Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Sponsor or the Issuer Trust (or any such other obligor).

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In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Trust Securities or the property of the Issuer Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable and irrespective of whether the Property Trustee shall have made any demand on the Issuer Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 8.14 Reports by Property Trustee.

(a) Within 60 days after May 15 of each year commencing with May 15, 2012, the Property Trustee shall transmit to all Holders in accordance with Section 10.8, and to the Sponsor, a brief report dated as of the immediately preceding May 15, with respect to:

(i) its eligibility under Section 8.7 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section 8.7, a written statement to such effect;

(ii) a statement that the Property Trustee has complied with all of its obligations under this Trust Declaration during the twelve-month period (or, in the case of the initial report, the period since the Closing Date) ending with such May 15 or, if the Property Trustee has not complied in any material respect with such obligations, a description of such noncompliance; and

(iii) any change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities.

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(b) In addition the Property Trustee shall transmit to Holders such reports concerning the Property Trustee and its actions under this Trust Declaration as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

(c) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property Trustee with each national stock exchange or such other interdealer quotation system or self-regulatory organization upon which the Trust Securities are listed or quoted, with the Commission and with the Sponsor. The Sponsor shall promptly notify the Property Trustee whenever the Trust Securities are so listed and of any delisting thereof.

Section 8.15 Reports to the Property Trustee.

Each of the Sponsor and the Administrative Trustees shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. The Sponsor and the Administrative Trustees shall annually file with the Property Trustee a certificate specifying whether such Person is in compliance with all of the terms and covenants (if any) applicable to such Person hereunder.

Section 8.16 Evidence of Compliance with Conditions Precedent.

Each of the Sponsor and the Administrative Trustees shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Trust Declaration that relate to any of the matters set forth in Section 314 (c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) or Section 314(e) of the Trust Indenture Act shall be given in the form of an Officers’ Certificate.

Section 8.17 Number of Issuer Trustees.

(a) The number of Issuer Trustees shall be five. The Property Trustee and the Delaware Trustee may be the same Person.

(b) If an Issuer Trustee ceases to hold office for any reason, a vacancy shall occur. The vacancy shall be filled with an Issuer Trustee appointed in accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of an Issuer Trustee shall not operate to dissolve, terminate or annul the Issuer Trust.

Section 8.18 Delegation of Power.

(a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 2.7(a), including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing.

(b) The Administrative Trustees shall have power to delegate from time to time to such of their number the doing of such things and the execution of such instruments either in the name of the Issuer Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Trust Declaration, as set forth herein.

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ARTICLE IX

TERMINATION, LIQUIDATION AND MERGER

Section 9.1 Dissolution upon Expiration Date.

Unless earlier dissolved, the Issuer Trust shall automatically dissolve on [                    ] (the “Expiration Date”).

Section 9.2 Early Termination.

The first to occur of any of the following events is an “Early Termination Event,” upon the occurrence of which the Issuer Trust shall dissolve:

(a) the redemption of all of the Trust Securities in connection with the redemption or repayment of all the Notes; and

(b) the entry of an order for dissolution of the Issuer Trust by a court of competent jurisdiction.

Section 9.3 Termination.

The respective obligations and responsibilities of the Issuer Trustees and the Issuer Trust created and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Holders upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the redemption of all of the Trust Securities pursuant to Section 4.2, of all amounts required to be distributed hereunder upon the final payment of the Trust Securities; (b) the payment of any expenses owed by the Issuer Trust; and (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Issuer Trust or the Holders.

Section 9.4 Liquidation.

(a) If an Early Termination Event specified in Section 9.2(b) occurs, or upon the Expiration Date, the Trust Property shall be liquidated, and the Issuer Trust shall be wound-up by the Property Trustee and the Administrative Trustees in such manner as the Property Trustee and the Administrative Trustees determine. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). Notice of liquidation shall be prepared by the Administrative Trustees and shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All notices of liquidation shall:

(i) state the Liquidation Date;

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(ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding; and

(iii) provide such information with respect to the mechanics by which Holders may receive a Liquidation Distribution upon surrender of their Trust Securities Certificates, as the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate.

(b) In order to effect the liquidation of the Issuer Trust, the Property Trustee shall establish a record date for payment of the Liquidation Distribution (which shall be not more than 45 days prior to the Liquidation Date).

(c) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) any Trust Securities Certificates not surrendered in exchange for the corresponding Liquidation Distribution will be deemed to represent the right to receive the Liquidation Distribution without any additional interest accruing and (iii) all rights of Holders holding Trust Securities will cease, except the right of such Holders to receive the Liquidation Distribution (without any additional interest accruing) upon surrender of the corresponding Trust Securities Certificates.

Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust.

The Issuer Trust may not merge, consolidate or amalgamate with or into, be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any entity, except pursuant to this Article IX. At the request of the Sponsor and with the consent of the Administrative Trustees, but without the consent of the Holders of the Trust Securities, the Delaware Trustee or the Property Trustee, the Issuer Trust may merge, consolidate or amalgamate with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Issuer Trust with respect to the Trust Securities or (b) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (“Successor Securities”) so long as the Successor Securities rank the same as the Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed as the holder of the Notes, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holder of the Trust Securities (including any Successor Securities) in any material respect, (v) such successor entity has a purpose substantially identical to that of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Issuer Trust has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Issuer Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (vii) the Sponsor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all Outstanding Trust Securities, merge, consolidate or amalgamate with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to merge, consolidate or amalgamate with or into or replace it if such merger, consolidation or amalgamation, replacement, conveyance, transfer or lease would cause the Issuer Trust or the successor Person to be classified as an association taxable as a corporation or as other

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than a grantor trust for U.S. federal income tax purposes. Upon any merger, consolidation, amalgamation, replacement, conveyance, transfer or lease effected in accordance with this Section 9.5, the successor entity shall succeed to, and be substituted for, the Issuer Trust hereunder with the same effect as if such successor entity had been initially created and named as the Issuer Trust herein and thereafter, except in the case of a lease, the predecessor entity shall be relieved of all obligations and covenants hereunder.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.1 Limitation of Rights of Holders.

The death or incapacity, or the dissolution, liquidation, termination, or the bankruptcy of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Declaration, nor dissolve, terminate or annul the Trust, nor entitle the legal representatives, successors or heirs of such Person or any Holder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

Section 10.2 Amendment.

(a) This Trust Declaration may be amended from time to time by the Administrative Trustees and the Sponsor, without the consent of any Holder of the Trust Securities, the Property Trustee or the Delaware Trustee; provided that any such amendment may not alter or change, in any material respect, the powers, preferences or special rights of the Trust Securities affected thereby so as to affect them adversely without obtaining the vote or consent of Holders as provided in Section 10.2(b).

(b) Except as provided in Section 10.2(c), any amendment that alters or changes, in any material respect, the powers, preferences or special rights of the Trust Securities affected thereby so as to affect them adversely shall require the consent of Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Securities affected thereby.

(c) In addition to and notwithstanding any other provision in this Trust Declaration, without the consent of the Holder of each Outstanding Trust Security affected thereby, this Trust Declaration may not be amended to (i) adversely change the amount or timing of any distribution on or redemption of the Trust Securities or otherwise adversely affect the amount of any distribution required to be made in respect of the Trust Securities as of a specified date, (ii) restrict the right of a Holder of Trust Securities to institute suit for the enforcement of any such payment on or after such date, (iii) permit the Issuer Trust to redeem any Trust Security if, absent such amendment, the Issuer Trust would not be permitted to do so, or (iv) amend any of the provisions of Section 6.1(b) (except to increase any percentage approval referenced in such section), Section 9.1, Section 9.2, or this Section 10.2(c) (except to provide that other provisions besides those provided in this Section 10.2(c) may not be amended without the consent of the Holder of each Outstanding Trust Security affected thereby); provided that this clause (iv) shall not require the consent of any Holder with respect to changes in references to the Issuer Trustees or any of them and concomitant changes herein in accordance with the requirements of Section 8.9 or 8.11 or as otherwise necessary to facilitate the administration of the trusts hereunder by more than one Property Trustee (or other Issuer Trustee) appointed pursuant hereto.

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(d) Notwithstanding anything in this Trust Declaration to the contrary, without the consent of the Property Trustee, this Trust Declaration may not be amended in a manner that imposes any additional obligation on the Property Trustee or that adversely affects the Property Trustee.

(e) Notwithstanding anything in this Trust Declaration to the contrary, without the consent of the Delaware Trustee, this Trust Declaration may not be amended in a manner that imposes any additional obligation on the Delaware Trustee or that adversely affects the Delaware Trustee.

(f) Notwithstanding anything in this Trust Declaration to the contrary, without the consent of the Securities Registrar and the Paying Agent, this Trust Declaration may not be amended in a manner that imposes any additional obligation on the Securities Registrar or the Paying Agent or that adversely affects the Securities Registrar or the Paying Agent.

(g) Notwithstanding any other provisions of this Trust Declaration, no Issuer Trustee shall enter into or consent to any amendment to this Trust Declaration which would cause the Issuer Trust to be classified as an association taxable as a corporation or not to be a grantor trust for United States Federal income tax purposes or to fail or cease to qualify for the exemption from status of an investment company under the 1940 Act.

(h) Notwithstanding anything in this Trust Declaration to the contrary, without the consent of the Sponsor and the Administrative Trustees, this Trust Declaration may not be amended in a manner which imposes any additional obligation or liability on the Sponsor or the Administrative Trustees.

(i) If any amendment to this Trust Declaration is made, the Administrative Trustees shall promptly provide to the Property Trustee a copy of such amendment.

(j) No amendment to this Trust Declaration that affects the Property Trustee’s or the Delaware Trustee’s rights, duties or immunities under this Trust Declaration or would otherwise expose the Property Trustee to any liability or be contrary to applicable law shall be adopted unless the prior written consent to such amendment be received by the Sponsor from the Property Trustee or the Delaware Trustee, as the case may be. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Trust Declaration is in compliance with this Trust Declaration.

Section 10.3 Separability.

If any provision in this Trust Declaration or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.4 Governing Law.

This Trust Declaration and the Trust Securities shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflicts of laws principles).

Section 10.5 Payments Due on Non-Business Day.

If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day that is a Business Day (except as otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as though made on the date fixed for such payment, and no interest shall accrue thereon for the period after such date.

-45- DECLARATION OF TRUST

Section 10.6 Successors.

This Trust Declaration shall be binding upon and shall inure to the benefit of any successor to the Sponsor, the Issuer Trust or the Relevant Trustee, including any successor by operation of law. Except in connection with a consolidation, merger, conveyance, transfer or lease involving the Sponsor that is permitted under Article Eight of the Indenture and pursuant to which the successor thereunder agrees in writing to perform the Sponsor’s obligations hereunder, the Sponsor shall not assign its obligations hereunder.

Section 10.7 Headings.

The Article and Section headings are for convenience only and shall not affect the construction of this Trust Declaration.

Section 10.8 Reports, Notices and Demands.

Any report, notice, demand or other communication which by any provision of this Trust Declaration is required or permitted to be given or served to or upon any Holder or the Sponsor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Trust Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and (b) in the case of the Sponsor, to The Goldman Sachs Group, Inc., 200 West Street, New York, NY 10282, Attention: Corporate Treasury – Debt Administration, or to such other address as may be specified in a written notice by the Sponsor to the Property Trustee. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission.

Any notice, demand or other communication that by any provision of this Trust Declaration is required or permitted to be given or served to or upon the Issuer Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees shall be given in writing addressed (until another address is published by the Issuer Trust) as follows: (a) with respect to the Property Trustee to The Bank of New York Mellon, 101 Barclay Street, Floor 4E, New York, New York 10286 – Attention: International Corporate Trust; (b) with respect to the Delaware Trustee, to BNY Mellon Trust of Delaware, 100 White Clay Center, Suite 102, Newark, Delaware 19711, and (c) with respect to the Administrative Trustees, to them at the address above for notices to the Sponsor, marked “Attention Administrative Trustees of [Murray][Vesey] Street Investment Trust [I][II]”. Such notice, demand or other communication to or upon the Issuer Trust or the Property Trustee shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust or the Property Trustee.

Section 10.9 Agreement Not To Petition.

Each of the Issuer Trustees and the Sponsor agree for the benefit of the Holders that, until at least one year and one day after the Issuer Trust has been dissolved in accordance with Article IX, they shall not file, or join in the filing of, a petition against the Issuer Trust under any bankruptcy, insolvency, reorganization or other similar law (including, without limitation, the United States Bankruptcy Code) (collectively, “Bankruptcy Laws”) or otherwise join in the commencement of any proceeding against the Issuer Trust under any Bankruptcy Law. In the event the Sponsor takes action in violation of this Section 10.9, the Property Trustee agrees, for the benefit of Holders, that at the expense of the Sponsor, it

-46- DECLARATION OF TRUST

shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Sponsor against the Issuer Trust or the commencement of such action and raise the defense that the Sponsor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any, as counsel for the Issuer Trustees or the Issuer Trust may assert. The provisions of this Section 10.9 shall survive the termination of this Trust Declaration.

Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

(a) This Trust Declaration is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Declaration and shall, to the extent applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Issuer Trustee which is deemed a trustee for the purposes of the Trust Indenture Act.

(c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Declaration by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Declaration modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Declaration as so modified or excluded, as the case may be.

(d) The application of the Trust Indenture Act to this Trust Declaration shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Issuer Trust.

Section 10.11 Acceptance of Terms of Trust Declaration, Guarantee Agreement and Indenture.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST DECLARATION, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST DECLARATION SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER AND SUCH OTHERS.

Section 10.12 Counterparts.

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

Section 10.13 Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TRUST DECLARATION, THE TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

-47- DECLARATION OF TRUST

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

-48- DECLARATION OF TRUST

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Declaration of Trust as of the date first above written.

THE GOLDMAN SACHS GROUP, INC., as Sponsor
By
Name:
Title:
THE BANK OF NEW YORK MELLON, as Property Trustee
By
Name:
Title:
BNY MELLON TRUST OF DELAWARE, as Delaware Trustee
By
Name:
Title:
	Ellis J. Whipple, as Administrative Trustee of the Issuer Trust
	Steven M. Bunson, as Administrative Trustee of the Issuer Trust
	Rajashree Datta, as Administrative Trustee of the Issuer Trust

-49- DECLARATION OF TRUST

EXHIBIT A

[CERTIFICATE OF TRUST]

DECLARATION OF TRUST

EXHIBIT B

[FORM OF TRUST SECURITIES CERTIFICATE]

NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING THIS SECURITY ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH PURCHASE OR HOLDING.

[IF THIS TRUST SECURITY IS A GLOBAL TRUST SECURITIES CERTIFICATE, THEN INSERT—This Trust Security is a Global Trust Securities Certificate within the meaning of the Trust Declaration hereinafter referred to and is registered in the name of a clearing agency or a nominee thereof. This Trust Security may not be exchanged in whole or in part for a Trust Security registered, and no transfer of this Trust Security in whole or in part may be registered, in the name of any person other than such clearing agency or a nominee thereof, except in the limited circumstances described in the Trust Declaration.]

[If this Trust Security is a Global Trust Securities Certificate and The Depository Trust Company is to be the Clearing Agency therefor, then insert—Unless this Trust Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to [Murray Street][Vesey Street] Investment Trust [I][II] or its agent for registration of transfer, exchange or payment, and any Trust Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]

No.             Number of Trust Securities:                      CUSIP No. [                    ]

[Murray][Vesey] Street Investment Trust [I][II]

[    %][Floating Rate] Senior Guaranteed Trust Securities

(Liquidation Amount $[        ] per Trust Security)

[Murray Street][Vesey Street] Investment Trust [I][II], a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that [                    ] (the “Holder”) is the registered owner of (                    ) trust securities of the Issuer Trust representing an undivided beneficial interest in the assets of the Issuer Trust and designated the [Murray][Vesey] Street Investment Trust [I][II] [    %][Floating Rate] Trust Securities (liquidation amount $[1,000] per Trust Security) (the “Trust

B-1 DECLARATION OF TRUST

Securities”). The Trust Securities are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.5 of the Trust Declaration (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Securities are set forth in, and this certificate and the Trust Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Issuer Trust, dated as of [            ], 2012, as the same may be amended from time to time (the “Trust Declaration”), including the designation of the terms of Trust Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by The Goldman Sachs Group, Inc., a Delaware corporation, and The Bank of New York Mellon, as guarantee trustee, dated as of [            ], 2012, as amended from time to time (the “Guarantee Agreement”), to the extent provided therein. The Issuer Trust will furnish a copy of the Trust Declaration and the Guarantee Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office.

By receipt and acceptance of this certificate, the Holder agrees to be bound by the Trust Declaration and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Issuer Trust has executed this certificate as of the      day of             ,             .

[Murray][Vesey] Street Investment Trust [I][II]

By:

Name:

Administrative Trustee

B-2 DECLARATION OF TRUST

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                      (cust)(minor) under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

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

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

(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Trust Securities and all rights thereunder, hereby irrevocably constituting and appointing attorney                     , to transfer said Trust Securities on the books of [Murray][Vesey] Street Investment Trust [I][II], with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Trust Securities in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

B-3 DECLARATION OF TRUST

EX-4.104

Exhibit 4.104

[Form of]

GUARANTEE AGREEMENT

between

The Goldman Sachs Group, Inc.,

as Guarantor,

and

The Bank of New York Mellon,

as Guarantee Trustee

[Murray][Vesey] Street Investment Trust [I][II]

Dated as of [            ], 2012

[Murray][Vesey] Street Investment Trust [I][II]

Certain Sections of this Guarantee Agreement relating to

Sections 310 through 318 of the

Trust Indenture Act of 1939:

Section of Trust Indenture Act	Section of Guarantee Agreement
310(a)	4.1(a)
(b)	4.1(c)
311(a)	2.2(b)
(b)	2.2(b)
312(a)	2.2(a)
(b)	2.2(b)
313	2.3
314(a)	2.4
(b)	Inapplicable
(c)	2.5
(d)	Inapplicable
(e)	1.2, 2.5, 3.2
(f)	2.1, 3.2
315(a)	3.1(d)
(b)	2.7
(c)	3.1(c)
(d)	3.1(d)
316(a)	1.1, 2.6, 5.4
(b)	5.3, 5.7
(c)	7.2
317(a)	Inapplicable
(b)	Inapplicable
318(a)	2.1(b)
(b)	2.1
(c)	2.1(a)

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

GUARANTEE AGREEMENT

i

TABLE OF CONTENTS

Page

ARTICLE I

INTERPRETATION AND DEFINITIONS

Section 1.1	Interpretation	1
Section 1.2	Definitions	2
ARTICLE II
TRUST INDENTURE ACT
Section 2.1	Trust Indenture Act; Application	4
Section 2.2	List of Holders	4
Section 2.3	Reports by the Guarantee Trustee	5
Section 2.4	Periodic Reports to the Guarantee Trustee	5
Section 2.5	Evidence of Compliance with Conditions Precedent	5
Section 2.6	Events of Default; Waiver	5
Section 2.7	Events of Default; Notice	5
ARTICLE III
POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
Section 3.1	Powers and Duties of the Guarantee Trustee	6
Section 3.2	Certain Rights of Guarantee Trustee	7
Section 3.3	Compensation; Indemnity; Fees	9
ARTICLE IV
GUARANTEE TRUSTEE
Section 4.1	Guarantee Trustee; Eligibility	9
Section 4.2	Appointment, Removal and Resignation of the Guarantee Trustee	10
ARTICLE V
GUARANTEE
Section 5.1	Guarantee	10
Section 5.2	Waiver of Notice and Demand	10
Section 5.3	Obligations Not Affected	11
Section 5.4	Rights of Holders	11
Section 5.5	Guarantee of Payment	12
Section 5.6	Subrogation	12
Section 5.7	Independent Obligations	12

GUARANTEE AGREEMENT

ii

ARTICLE VI
TERMINATION
Section 6.1	Termination	12
ARTICLE VII
MISCELLANEOUS
Section 7.1	Successors and Assigns	13
Section 7.2	Amendments	13
Section 7.3	Notices	13
Section 7.4	Benefit	14
Section 7.5	Governing Law	14
Section 7.6	Counterparts	14
Section 7.7	Waiver of Jury Trial	14

GUARANTEE AGREEMENT

iii

GUARANTEE AGREEMENT, dated as of [            ], 2012, is executed and delivered by THE GOLDMAN SACHS GROUP, INC., a Delaware corporation (the “Guarantor”), having its principal office at 200 West Street, New York, New York 10282, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Securities (as defined herein) of [MURRAY][VESEY] STREET INVESTMENT TRUST [I][II], a Delaware statutory trust (the “Issuer Trust”).

W I T N E S S E T H :

WHEREAS, pursuant to an Amended and Restated Declaration of Trust, dated as of [            ], 2012 (as it may be amended from time to time, the “Trust Declaration”), among the Guarantor, as Sponsor, the Property Trustee, the Delaware Trustee and the Administrative Trustees named therein and the Holders from time to time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing $[            ] aggregate Liquidation Amount (as defined in the Trust Declaration) of its [    %][Floating Rate] Senior Guaranteed Trust Securities, Liquidation Amount $1,000 per Trust Security (as they may be amended from time to time, the “Trust Securities”), representing undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Trust Declaration;

WHEREAS, the Trust Securities will be issued by the Issuer Trust and the proceeds thereof will be used to purchase the Notes (as defined in the Trust Declaration) of the Guarantor which will be deposited with The Bank of New York Mellon, as Property Trustee under the Trust Declaration, as trust assets; and

WHEREAS, as an incentive for the Holders to purchase the Trust Securities and for the Issuer Trust to purchase the Notes, the Guarantor irrevocably and unconditionally agrees, to the extent set forth herein, to pay to the Holders of the Trust Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of Trust Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement to provide as follows for the benefit of the Holders from time to time of the Trust Securities:

ARTICLE I

INTERPRETATION AND DEFINITIONS

Section 1.1 Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

(a) capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.2;

(b) a term defined anywhere in this Guarantee Agreement has the same meaning throughout;

(c) all references to “the Guarantee Agreement” or “this Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented or amended from time to time;

GUARANTEE AGREEMENT

(d) all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice-versa; and

(g) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.

Section 1.2 Definitions.

As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings:

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, however, that the Issuer Trust shall not be deemed to be an Affiliate of the Guarantor. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Board of Directors” means either the board of directors of the Guarantor or any committee of that board duly authorized to act hereunder.

“Corporate Trust Office” means the principal office of the Guarantee Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 101 Barclay Street, Floor 4E, New York, New York 10286, Attention: International Corporate Trust, or such other address as the Guarantee Trustee may designate from time to time by notice to the Holders and the Guarantor, or the principal corporate trust office of any successor Guarantee Trustee (or such other address as such successor Guarantee Trustee may designate from time to time by notice to the Holders and the Guarantor).

“Event of Default” means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default and shall not have cured such default within 30 days after receipt of such notice.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Trust Securities: (i) any accumulated and unpaid Distributions (as such term is defined in the Trust Declaration) required to be paid on the Trust Securities, (ii) the redemption price, including all accumulated and unpaid Distributions to the date of redemption (the “Redemption Price”), with respect to any Trust Securities called for redemption by the Issuer Trust, and (iii) upon a voluntary or involuntary termination, winding up or liquidation of the Issuer Trust, the aggregate of the Liquidation Amount of $1,000 per Trust Security plus accumulated and unpaid Distributions on the Trust Securities to the date of payment (in either case, the “Liquidation Distribution”).

GUARANTEE AGREEMENT

2

“Guarantee Trustee” means The Bank of New York Mellon, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

“Holder” means any holder, as registered on the books and records of the Issuer Trust, of any Trust Securities; provided, however, that in determining whether the holders of the requisite percentage of Trust Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, any other obligor hereunder or any Affiliate of the Guarantor, the Guarantee Trustee or any such other obligor.

“Indenture” means the Original Indenture, as amended and supplemented by the Supplemental Indenture, and as may be further amended or supplemented from time to time.

“List of Holders” has the meaning specified in Section 2.2(a).

“Majority in Liquidation Amount of the Trust Securities” means, except as provided by the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the Liquidation Amount of all then outstanding Trust Securities issued by the Issuer Trust.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman or a Vice Chairman of the Board of Directors of such Person or the President or a Vice President of such Person, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of such Person, and delivered to the Guarantee Trustee. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

(a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c) a statement that each officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each officer, such condition or covenant has been complied with.

“Original Indenture” means the Indenture, dated as of February 20, 2004, between the Sponsor and the Note Trustee, as trustee.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Responsible Officer” means, with respect to the Guarantee Trustee, any Vice President, any Assistant Vice President, any Assistant Secretary, any Assistant Treasurer, any trust officer or assistant trust officer or any other officer of the corporate trust department of the Guarantee Trustee and also means, with respect to a particular corporate trust matter, any other officer

GUARANTEE AGREEMENT

3

having direct responsibility for the administration of this Guarantee Agreement to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

“Supplemental Indenture” means the [Second] [Third] Supplemental Indenture, dated as of May 15, 2007, between the Sponsor and the Note Trustee, as trustee, as amended and supplemented by the [Fourth] [Fifth] Supplemental Indenture, dated as of February 6, 2012, and the [            ] Supplemental Indenture, dated as of [            ], 2012, each between the Sponsor and the Note Trustee, as trustee, and as may be further amended or supplemented from time to time.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Declaration.

ARTICLE II

TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act through the operation of Section 318(c) thereof, such imposed duties shall control. If any provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Guarantee Agreement as so modified or to be excluded, as the case may be.

Section 2.2 List of Holders.

(a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (i) semiannually, on or before June 30 and December 31 of each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (the “List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (ii) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such information is in the possession or control of the Guarantor and is not identical to a previously supplied list of Holders or has not otherwise been received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with its obligations under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

GUARANTEE AGREEMENT

4

Section 2.3 Reports by the Guarantee Trustee.

Not later than July 1 of each year, commencing July 1, 2012, the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act. The Guarantor will notify the Guarantee Trustee if and when any Trust Securities are listed on any stock exchange and of any delisting thereof.

Section 2.4 Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange Commission and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

Section 2.5 Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

Section 2.6 Events of Default; Waiver.

The Holders of a Majority in Liquidation Amount of the Trust Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom.

Section 2.7 Events of Default; Notice.

(a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all Events of Default known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such Event of Default.

GUARANTEE AGREEMENT

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ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1 Powers and Duties of the Guarantee Trustee.

(a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and

(B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement;

(ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

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(iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

(iv) no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 3.2 Certain Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

(iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor.

(iv) The Guarantee Trustee may consult with legal counsel of its selection, and the advice or opinion of such legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

(v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee security and indemnity reasonably satisfactory to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee;

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provided that, nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

(vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

(viii) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions.

(ix) The Guarantee Trustee may request that the Guarantor deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Guarantee Agreement.

(x) The Guarantee Trustee shall not be liable for special, indirect or consequential damages except to the extent caused by its negligence, willful misconduct or bad faith.

(xi) In no event shall the Guarantee Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Guarantee Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to act in accordance with such power and authority.

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Section 3.3 Compensation; Indemnity; Fees.

The Guarantor agrees:

(a) to pay to the Guarantee Trustee from time to time such compensation as shall be agreed in writing between the Guarantor and the Guarantee Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provisions of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c) to indemnify the Guarantee Trustee and its directors, officers, agents and employees for, and to hold it harmless against, any loss, liability or expense (including reasonable out-of-pocket legal fees and expenses) incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement.

The provisions of this Section 3.3 shall survive the termination of this Guarantee Agreement or the earlier resignation or removal of the Guarantee Trustee.

ARTICLE IV

GUARANTEE TRUSTEE

Section 4.1 Guarantee Trustee; Eligibility.

(a) There shall at all times be a Guarantee Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.1(c).

(c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

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Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.

(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. If the instrument of acceptance by the Successor Guarantee Trustee required by Section 4.2(b) shall not have been delivered to the Guarantee Trustee within 60 days after the giving of such notice of resignation, the Guarantee Trustee may petition, at the expense of the Issuer Trust, any court of competent jurisdiction for the appointment of a Successor Guarantee Trustee.

(b) The Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.

(c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

(d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

ARTICLE V

GUARANTEE

Section 5.1 Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer Trust), as and when due. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay such amounts to the Holders. The Guarantor may satisfy such obligation by irrevocably depositing money in the required amount with the Guarantee Trustee, in its capacity as Paying Agent under the Trust Declaration, in trust for distribution to the Holders. The obligations of the Guarantor hereunder shall rank pari passu with the obligations of the Guarantor under its unsubordinated and unsecured obligations.

Section 5.2 Waivers.

(a) The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

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(b) The Guarantor hereby waives, to the extent permitted by law, any other suretyship defense and any defenses based on lack of authority or the validity or enforceability of the Trust Securities or this Guarantee Agreement. Any payment by the Guarantor under this Guarantee Agreement shall be made without setoff or counterclaim. In addition, with respect to any amount that remains due and owing under the Trust Securities, the Guarantor hereby waives, to the extent permitted by law, any setoff, counterclaim, recoupment or defense which may be available to the Issuer Trust. Notwithstanding any provision to the contrary herein, nothing in this Guarantee Agreement shall be deemed to waive any claim or defense the Guarantor may have with regard to whether and the extent to which an amount was due and owing under the Trust Securities.

Section 5.3 Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Trust Securities to be performed or observed by the Issuer Trust;

(b) the extension of time for the payment by the Issuer Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Trust Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Securities;

(c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Trust Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust;

(e) any invalidity of, or defect or deficiency in, the Trust Securities; or

(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred.

There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

Section 5.4 Rights of Holders.

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

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11

(iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Section 5.5 Guarantee of Payment.

This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer Trust).

Section 5.6 Subrogation.

The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Issuer Trust pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

Section 5.7 Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Trust Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (f), inclusive, of Section 5.3.

ARTICLE VI

TERMINATION

Section 6.1 Termination.

This Guarantee Agreement shall continue in full force and effect until the earlier of (i) full payment of the Redemption Price of all Trust Securities or (ii) full payment of the amounts payable in accordance with the Trust Declaration upon liquidation of the Issuer Trust, at which time this Guarantee Agreement shall terminate and be of no further force and effect. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Trust Securities or this Guarantee Agreement in connection with a bankruptcy, insolvency or other similar proceeding.

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ARTICLE VII

MISCELLANEOUS

Section 7.1 Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Trust Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article VIII of the Indenture, and pursuant to which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder. Upon any permitted assignment of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such assignment.

Section 7.2 Amendments.

Except with respect to any changes which do not adversely affect the rights of the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Trust Securities. The provisions of Article VI of the Trust Declaration concerning meetings of the Holders shall apply to the giving of such approval.

The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Guarantee Agreement is in compliance with this Guarantee Agreement.

Section 7.3 Notices.

Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows:

(a) if given to the Guarantor, to the address set forth below or such other address, facsimile number or to the attention of such other Person as the Guarantor may give notice to the Holders:

The Goldman Sachs Group. Inc.

200 West Street

New York, New York 10282

Facsimile No.: (212) 902-3325

Attention: Corporate Treasury – Debt Administration

(b) if given to the Issuer Trust, in care of the Guarantee Trustee, at the Issuer Trust’s (and the Guarantee Trustee’s) address set forth below or such other address as the Guarantee Trustee on behalf of the Issuer Trust may give notice to the Holders:

[Murray][Vesey] Street Investment Trust [I][II]

c/o The Goldman Sachs Group, Inc.

200 West Street

New York, New York 10282

Facsimile No.: (212) 902-3325

Attention: Corporate Treasury – Debt Administration

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with a copy to:

The Bank of New York Mellon

101 Barclay Street, Floor 4E

New York, New York 10286

Facsimile No.: (212) 815-5305/5366

Attention: International Corporate Trust

(c) if given to any Holder, at the address set forth on the books and records of the Issuer Trust.

All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 7.4 Benefit.

This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Trust Securities.

Section 7.5 Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7.6 Counterparts.

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

Section 7.7 Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HERBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE AGREEMENT, THE TRUST SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the undersigned have executed this Guarantee Agreement as of the date first above written.

THE GOLDMAN SACHS GROUP, INC.

By                                                                                                  

Name:

Title:

THE BANK OF NEW YORK MELLON,

            as Guarantee Trustee

By                                                                                                  

Name:

Title:

GUARANTEE AGREEMENT

EX-5.6

Exhibit 5.6

[Letterhead of Richards, Layton & Finger, P.A.]

February 16, 2012

Murray Street Investment Trust I

Murray Street Investment Trust II

Vesey Street Investment Trust I

Vesey Street Investment Trust II

c/o The Goldman Sachs Group, Inc.

200 West Street

New York, New York 10282

Re: Murray Street Investment Trust I

Murray Street Investment Trust II

Vesey Street Investment Trust I

Vesey Street Investment Trust II

Ladies and Gentlemen:

We have acted as special Delaware counsel for The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), Murray Street Investment Trust I, a Delaware statutory trust (“Murray Trust I”), Murray Street Investment Trust II, a Delaware statutory trust (“Murray Trust II”), Vesey Street Investment Trust I, a Delaware statutory trust (“Vesey Trust I”) and Vesey Street Investment Trust II, a Delaware statutory trust (“Vesey Trust II”, together with Murray Trust I, Murray Trust II and Vesey Trust I the “Trusts” and each sometimes hereinafter individually referred to as a “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Trust of Murray Trust I, as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on February 10, 2012;

(b) The Certificate of Trust of Murray Trust II, as filed with the office of the Secretary of State on February 10, 2012;

Murray Street Investment Trust I

Murray Street Investment Trust II

Vesey Street Investment Trust I

Vesey Street Investment Trust II

February 16, 2012

Page 2

(c) The Certificate of Trust of Vesey Trust I, as filed with the office of the Secretary of State on February 10, 2012;

(d) The Certificate of Trust of Vesey Trust II, as filed with the office of the Secretary of State on February 10, 2012;

(e) The Declaration of Trust of Murray Trust I, dated as of February 10, 2012, among the Company, and the trustees names therein;

(f) The Declaration of Trust of Murray Trust II, dated as of February 10, 2012, among the Company, and the trustees names therein;

(g) The Declaration of Trust of Vesey Trust I, dated as of February 10, 2012, among the Company, and the trustees names therein;

(h) The Declaration of Trust of Vesey Trust II, dated as of February 10, 2012, among the Company, and the trustees names therein (the documents referenced in paragraphs (e)-(h) are referred to as “the Initial Declarations of Trust”);

(i) Post Effective Amendment No. 1 to the Registration Statement (the “Registration Statement”) on Form S-3, including a prospectus with respect to the Trusts (the “Prospectus”), relating to the Trust Securities of the Trusts representing undivided beneficial interests in the assets of the Trust (each, a “Trust Security” and collectively, the “Trust Securities”), filed by the Company and the Trusts with the Securities and Exchange Commission on or about February 16, 2012;

(j) The form of Amended and Restated Declaration of Trust for each of the Trusts, to be entered into between the Company, the trustees of the applicable Trust named therein, and the holders, from time to time, of the undivided beneficial interests in the assets of such Trust (collectively, the “Declarations of Trust” and individually, a “Declaration of Trust”), designated as an exhibit to the Registration Statement; and

(k) A Certificate of Good Standing for each of the Trusts, dated February 16, 2012, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Declarations of Trust.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (k) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (k) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the

Murray Street Investment Trust I

Murray Street Investment Trust II

Vesey Street Investment Trust I

Vesey Street Investment Trust II

February 16, 2012

Page 3

opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that each of the Initial Declarations of Trust and the Certificates of Trust are in full force and effect and have not been amended and that the applicable Declaration of Trust and Certificate of Trust will be in full force and effect at the time of issuance of any Trust Securities and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Trust Security is to be issued by a Trust (collectively, the “Trust Security Holders”) of a Trust Security Certificate for such Trust Security and the payment for such Trust Security, in accordance with the applicable Declaration of Trust and the Registration Statement, and (vii) that the Trust Securities are issued and sold to the Trust Security Holders in accordance with the applicable Declarations of Trust and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the Trusts has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act.

Murray Street Investment Trust I

Murray Street Investment Trust II

Vesey Street Investment Trust I

Vesey Street Investment Trust II

February 16, 2012

Page 4

2. The Trust Securities of each Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the applicable Trust.

3. The Trust Security Holders, as beneficial owners of the applicable Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Trust Security Holders may be obligated to make payments as set forth in the applicable Declarations of Trust.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We hereby consent to the use of our name under the heading “Validity of the Securities” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person for any purpose.

Very truly yours,                        

/s/ Richards, Layton & Finger, P.A.

DKD/JWP/syh

EX-5.7

Exhibit 5.7

[Letterhead of Sullivan & Cromwell LLP]

February 16, 2012

The Goldman Sachs Group, Inc.,

200 West Street,

New York, New York 10282,

Murray Street Investment Trust I

Murray Street Investment Trust II

Vesey Street Investment Trust I

Vesey Street Investment Trust II,

c/o The Goldman Sachs Group, Inc.,

200 West Street,

New York, New York 10282.

Ladies and Gentlemen:

We are acting as counsel to The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), and to Murray Street Investment Trust I, Murray Street Investment Trust II, Vesey Street Investment Trust I and Vesey Street Investment Trust II, each a Delaware statutory trust (the “Trusts”), in connection with the filing today by the Company and the Trusts of Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the Company’s Registration Statement on Form S-3 (File No. 333-176914) (as so amended, the “Amended Registration Statement”) under the Securities Act of 1933 (the “Act”). The Amended Registration Statement registers senior guaranteed trust securities of the Trusts (“Trust Securities”), each representing an undivided beneficial interest in the assets of the issuing Trust; guarantees of the Company, on a senior basis, to the extent provided therein, with respect to the payment of distributions on and the redemption or liquidation price of the Trust Securities (“Trust Guarantees”); and subordinated debt securities to be issued by the Company and to be purchased by the Trusts in connection with the issuance by the Trusts of Trust Securities having corresponding payment terms (“Debentures” and, collectively with the Trust Guarantees, “Company Securities”). The Trust Securities and Company Securities are referred to collectively as the “Securities”.

In connection with the filing of the Post-Effective Amendment, we, as your counsel, have examined such corporate and trust records, certificates and other documents, including the resolutions of the Company’s Board of Directors authorizing the issuance of the Securities (the “Resolutions”), and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, when the Amended Registration Statement has become effective under the Act, when the guarantee and related agreements under which the Trust Guarantees are to be issued, the amended and restated trust declarations under which the Trust Securities are to be issued and the supplemental indentures under which the Debentures are to be issued have been duly executed and delivered, when the terms of the Trust Guarantees, the related Trust Securities and the corresponding Debentures and of their issuance have been duly established in conformity with the guarantee and related agreements, the amended and restated trust declarations and the related indenture and supplemental indentures, as applicable, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the relevant Trust and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the relevant Trust, and when the Trust Guarantees, the related Trust Securities and the corresponding Debentures have been duly executed and (if required) authenticated in accordance with the guarantee and related agreements, the amended and restated trust declarations and the related indenture and supplemental indentures, as applicable, and issued and, in the case of the Trust Guarantees and Trust Securities, sold by the Company and the respective Trusts, as applicable, as contemplated in the Amended Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions, the Trust Guarantees and the Debentures will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and (except as stated below) the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. Notwithstanding the foregoing, for the purposes of our opinion set forth above, we have assumed that, at all relevant times, the Trust Securities and the related amended and restated trust declarations will have been duly executed and delivered by the respective Trusts and, in the case of the amended and restated trust declarations, by the Company, the Trust Securities will have been duly authenticated, if required under the amended and restated trust declarations, and the Trust Securities and the amended and restated declarations of trust will constitute valid and legally binding obligations of the respective Trusts and, in the case of the amended and restated declarations of trust, of the Company under the laws of the State of Delaware, and we are expressing no opinion as to such matters.

The Goldman Sachs Group, Inc., et al. -2-

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Amended Registration Statement or any related prospectus or other offering material regarding the Company, the Trusts or the Securities or their offering and sale.

We have relied as to certain matters on information obtained from public officials and officers of the Company and other sources believed by us to be responsible. We have assumed, without independent verification, that the indenture relating to the Debentures has been duly authorized, executed and delivered by the trustee thereunder, that all other governing documents under which the Securities are to be issued will have been duly authorized, executed and delivered by all parties thereto other than the Company and that the signatures on documents examined by us are genuine. Finally, we have assumed that the authority granted in the Resolutions will remain in effect at all relevant times and that no Securities will be issued or other action taken in contravention of any applicable limit established pursuant to the Resolutions from time to time.

We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Securities, or as to the effect that their performance of such obligations may have upon any of the matters referred to above.

We hereby consent to the filing of this opinion as an exhibit to the Amended Registration Statement and to the reference to us under the heading “Validity of the Securities” in the prospectus contained therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (the “Registration Statement”) of The Goldman Sachs Group, Inc. (File No. 333-176914) of our report dated February 28, 2011 relating to the financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2010 of The Goldman Sachs Group, Inc. We also consent to the incorporation by reference in this Registration Statement of our report dated February 28, 2011 relating to Selected Financial Data, which appears in Exhibit 99.1 of the Annual Report on Form 10-K for the year ended December 31, 2010 of The Goldman Sachs Group, Inc.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York

February 16, 2012

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Lloyd C. Blankfein, Gary D. Cohn, David A. Viniar, Gregory K. Palm and Elizabeth E. Robinson, and each of them (so long as each such individual is an employee of The Goldman Sachs Group, Inc. or an affiliate of The Goldman Sachs Group, Inc.), his or her true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement filed with the Securities and Exchange Commission by The Goldman Sachs Group, Inc. on September 19, 2011, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

10/19/11	/s/ M. Michele Burns
Date	Signature
	M. Michele Burns
	Print Name
	Title

EX-25.19

Exhibit 25.19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

MURRAY STREET INVESTMENT TRUST I

(Exact name of obligor as specified in its charter)

Delaware	45-6748881
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Senior Guaranteed Trust Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors

EX-25.20

Exhibit 25.20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

MURRAY STREET INVESTMENT TRUST II

(Exact name of obligor as specified in its charter)

Delaware	45-6749057
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Senior Guaranteed Trust Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors

EX-25.21

Exhibit 25.21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

VESEY STREET INVESTMENT TRUST I

(Exact name of obligor as specified in its charter)

Delaware	45-6749071
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Senior Guaranteed Trust Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors

EX-25.22

Exhibit 25.22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

VESEY STREET INVESTMENT TRUST II

(Exact name of obligor as specified in its charter)

Delaware	45-6749094
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Senior Guaranteed Trust Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors

EX-25.23

Exhibit 25.23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

THE GOLDMAN SACHS GROUP, INC.

(Exact name of obligor as specified in its charter)

Delaware	13-4019460
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Guarantee of Senior Guaranteed Trust Securities of Murray Street Investment Trust I

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors

EX-25.24

Exhibit 25.24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

THE GOLDMAN SACHS GROUP, INC.

(Exact name of obligor as specified in its charter)

Delaware	13-4019460
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Guarantee of Senior Guaranteed Trust Securities of Murray Street Investment Trust II

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors

EX-25.25

Exhibit 25.25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

THE GOLDMAN SACHS GROUP, INC.

(Exact name of obligor as specified in its charter)

Delaware	13-4019460
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Guarantee of Senior Guaranteed Trust Securities of Vesey Street Investment Trust I

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

- 4 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors

EX-25.26

Exhibit 25.26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

THE GOLDMAN SACHS GROUP, INC.

(Exact name of obligor as specified in its charter)

Delaware	13-4019460
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 West Street New York, New York	10282
(Address of principal executive offices)	(Zip code)

Guarantee of Senior Guaranteed Trust Securities of Vesey Street Investment Trust II

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

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4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 15th day of February, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Teisha Wright
Name:	Teisha Wright
Title:	Senior Associate

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,285,000
Interest-bearing balances		118,033,000
Securities:
Held-to-maturity securities		3,521,000
Available-for-sale securities		74,417,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		23,000
Securities purchased under agreements to resell		603,000
Loans and lease financing receivables:
Loans and leases held for sale		10,000
Loans and leases, net of unearned income		27,101,000
LESS: Allowance for loan and lease losses		374,000
Loans and leases, net of unearned income and allowance		26,727,000
Trading assets		5,841,000
Premises and fixed assets (including capitalized leases)		1,208,000
Other real estate owned		12,000
Investments in unconsolidated subsidiaries and associated companies		988,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,415,000
Other intangible assets		1,615,000
Other assets		13,507,000
Total assets		256,205,000

LIABILITIES
Deposits:
In domestic offices	127,980,000
Noninterest-bearing	91,500,000
Interest-bearing	36,480,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	85,660,000
Noninterest-bearing	2,710,000
Interest-bearing	82,950,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	2,166,000
Securities sold under agreements to repurchase	1,010,000
Trading liabilities	7,283,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,877,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	8,465,000
Total liabilities	237,946,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,607,000
Retained earnings	8,450,000
Accumulated other comprehensive income	-1,283,000
Other equity capital components	0
Total bank equity capital	17,909,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,259,000
Total liabilities and equity capital	256,205,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein John P. Surma Directors