EXECUTION COPY GUARANTEED SENIOR SECURED NOTES PROGRAMME issued by GOLDMAN SACHS BANK (EUROPE) PLC in respect qf which the payment and delivery obligations are guaranteedby THE GOLDMAN SACHS GROUP, INC. (the "PROGRAMME") "FINAL TERMS" DATED 1 1 AUGUST 2009 SERIES 2009-02 SENIOR SECURED FLOATING RATE NOTES, DUE II FEBRUARY 201 0 (the "SERIES") ISIN XS0443581235 Common Code 044358123 This document must be read in conjunction with the Base Prospectus and in particular, the Base Terms and Conditions of the Notes, as set out therein Full information on the Issuer, The Goldman Sachs Group Inc (the "Guarantor"), and the terms and conditions of the Notes, is only available on the basis of the combination of the Final Terms and the Base Prospectus The Base Prospectus is available for viewing at www financialregulator ie and during normal business hours at the registered office of the Issuer, and copies may be obtained from the specified office of the listing agent in Ireland The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge and belief of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in the Base Prospectus, as completed and/or amended by these Final Terms in relation to the Series of Notes referred to above, is true and accurate in all material respects and, in the context of the issue of this Series, there are no other material facts the omission of which would make any statement in such information misleading Unless terms are defined herein, capitalized terrns shall have the meanings given to them in the Base Prospectus or in the indenture, between Goldman Sachs Bank (Europe) PLC, Goldman Sachs International and The Bank of New York Mellon, acting through its London Branch, dated as of 12 February 2009, as amended and restated as of 23 July 2009 (the "Indenture") There is hereby established pursuant to this Series Authorisation, a Series of Notes to be issued under the Indenture, which has the following terms. Issuer: Goldman Sachs Bank (Europe) Ple. Guarantor: The Goldman Sachs Group, Inc. Series Number: 2009-02 Note Currency: U.S Dollars ("USD"). Aggregate Note Amount: The aggregate principal amount of the Notes that may be authenticated and delivered under this Series is USD I 00,000,000 [London #370501 v9] Issue Price: Par Denominations: The Notes shall be issuable in minimum denominations of USD 1,000,000 and integral multiples of USD 1,000,000 in excess thereof Issue Date: The Notes shall be issued on I I Au-ust 2009 Maturity Date: All of the principal of the Notes will be payable on I I February 201 0, or if such date is not a Global Business Day (as defined below), on the succeeding day that is a Global Business Day Collateral Appendix I hereto identifies the Eligible Repurchase Agreements and details of the Eligible Repo Securities, to be entered into with respect to the Notes, the Brokerage Account, the Trustee Custody Account, the Tripartite Custody Accounts, and the USD Account established on or prior to the Issue Date in which funds and/or property allocable to the collateral may be credited. INTEREST PROVISIONS Interest Rate The Notes shall bear interest during each Interest Period at a rate per annum equal to USD-LIBOR-BBA (as defined below) for such Interest Period plus 0 55% Defaulted Interest: Defaulted Interest will accrue on Overdue Instalments (as defined below) provided that the default has been continuing for two Global Business Days, for the period from and including the date of such default, to but excluding the date of actual payment at a rate which is equal to 2% per annum plus the then applicable Interest Rate Defaulted Interests with respect to any Overdue Instalment will continue to accrue so long as such Overdue Instalment remains outstanding and will be due and payable on the 30th day following the payment of such Overdue Instalment by the Issuer or Guarantor, or, if any such date is not a Global Business Day, on the first succeeding day that is a Global Business Day Day Count Fraction Interest due on any Interest Payment Date will be an amount equal to the product of (a) the principal amount of the Notes outstanding on the first day of the related Interest Period, (b) the actual number of days in such Interest Period divided by 360, and (c) the Interest Rate 2 [London #370501 v9] Interest Commencement II August 2009 Date Interest Period The period from and including the Issue Date for the Notes to but excluding the first Interest Payment Date for the Notes, and each successive period from and including the first day following the end of the preceding Interest Period to but excluding the following Interest Payment Date until the principal of the Notes is paid or made available for payment. Interest Determination The Calculation Agent shall calculate Dates interest due on the next Interest Payment Date no later than the applicable time occurring on or prior to the Reset Date as determined pursuant to the definition of USD-LIBOR-BBA (as defined below) Interest Reset Dates With respect to an Interest Period, the first day of that Interest Period Interest Payment Dates Interest will be payable (a) quarterly in arrear on the II 1h day of the month, commencing on I I November, 2009, and (b) on the Maturity Date (to the extent of any accrued and unpaid interest due in respect of the Interest Period ending on the Maturity Date), or, if any such date is not a Global Business Day, on the first succeeding day that is a Global Business Day, however if such day falls in the next calendar month, then on preceding Global Business Day Regular Record Dates The date on which the Holders of the Notes entitled to receive a payment in respect of principal or interest, as the case may be, at the next Interest Payment Date, Maturity Date, Redemption Date or other payment date, as applicable, are determined will be (i) in the case of payments of interest, the last day (whether or not a Global Business Day) of the calendar month prior to the applicable Interest Payment Date, and (ii) in the case of payments of principal, the Maturity Date, Redemption Date or other payment date on which such principal is to be paid REDEMPTION PROVISIONS Redemption/Payment Redemption at par Basis: Call Option: Not Applicable Put Option: Not Applicable 3 [London #370501 v9] Form of Notes: Registered Notes OTHER INFORMATION LISTING AND ADMISSION Application is expected to be made by the TO TRADING Issuer (or on its behalf) for the Notes to be listed on and admitted to trading on the regulated market of the Irish Stock Exchange with effect from 18 August 2009 RATINGS Ratings The Notes are expected to be rated upon issuance. Moody's Al Fitch- A+ Other Terms Eligible GS Entity is Goldman Sachs International Additional Definitions: "Global Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banking institutions are authorised or required by law to close in New York City, London Dublin or Hong Kong. "Overdue Instalment" means the amount by which the Issuer shall at any time default on the payment of interest payable in respect of the Notes "London Banking Day" means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England "USD-LIBOR-BBA" means, with respect to an Interest Period, the rate as determined by the Calculation Agent for deposits in U S Dollars for a period of three months which appears on the Reuters Screen LIBOR01 Page as of I I 00 a m , London time, on the day that is two London Banking Days (as defined above) preceding the Reset Date. If such rate does not appear on the Reuters Screen LIBOROI Page, the rate for the Reset Date will be determined in accordance with the definition of "USD- LIBOR-Reference Banks" (as defined below) "USD-LIBOR-Reference Banks" means, with respect to an Interest Period, the rate as determined by the Calculation 4 [London 4370501 v9l Agent on the basis of the rates at which deposits in U S Dollars are offered by the Reference Banks at approximately I I 00 a in , London time, on the day that is two London Banking Days (as defined above) preceding the Reset Date to prime banks in the London interbank market for a period of three months commencing on the Reset Date and in a Representative Amount (as defined above). The Calculation Agent will request the principal London office of each of the London Reference Banks to provide a quotation of its rate If at least two such quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations If fewer than two quotations are provided as requested, the rate for the Reset Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Calculation Agent, at approximately I I -00 a in , New York City time, on the Reset Date for loans in U S Dollars to leading European banks for a period of three months commencing on the Reset Date and in a Representative Amount Signed on behalf of GOLDMAN SACHS BANK (EUROPE) PLC (the "Issuer") By Duly authorized officer [London #370501 v9J SCHEDULEI:COLLATERAL 1. ELIGIBLE REPURCHASE AGREEMENT Elivible GS Entitv Goldman Sachs International The master repurchase agreement, dated as of 28 July 2009, entered into by Goldman Sachs International and the Issuer for the Notes of Series 2009-02, relating to relating to Securities (the "GS1 Securities Repo"), as such agreement may be amended by the Issuer and Goldman Sachs International from time to time, and the related Repo Transactions thereunder The Issuer shall provide a copy of the GSI Securities Repo to the Holders of the Notes, upon their written or oral request The following types of Securities shall be Eligible Securities for Securities Repo Transactions Elivible Cash as Collateral Margin I 00% USD, EUR, GBP, JPY and CHIF Elimble Reno Securities subject to Securities Repo as Collateral Where the respective ratings of Moody's and S&P are not equivalent to each other, reference will be made to the lower of the two.