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--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 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.

JGBs and Italian bonds (including Supranational bonds issued in Italy - IT TSIN) will be eligible as collateral only if tax documentation acceptable to BNY has been received frorn both Goldman Sachs Bank Europe and Goldman Sachs International

Buyer and Seller agree that, with respect to "freely transferable mutual funds", custodian shall not be liable for determining if each mutual fund is "freely transferable", but shall rely solely upon Seller to make such determination Each delivery of securities by Seller to custodian will constitute Seller's certification that the mutual funds are "freely transferable" as set forth in this schedule

Concentration limits are applicable across trades and per profile

Profile Details

Eligible fixed income

Corporate bonds, Pfandbrief and jumbo Pfandbrief, stripped and unstrapped national bonds, stripped and unstrapped government agency bonds, municipal assets, commercial paper, certificates of deposit, agency and private collateralized mortgage obligations, agency and private mortgage backed securities, agency and private asset backed securities issued by issuers in the following countries

Peru Philiorimes Poland Brazil India _Portugal . . . British Virgin Islands - Indonesia Russia Canada Ireland Saudi Arabia Cayman Islands Israel Singapore Chile Ital y Slovakia China Slovenia Colombia Korea, South South Africa Costa Rica Liechtenste in -.. in Spa..

6 [London #370501 v9] |Croatia CrLIaauxeibourg Sweden Cyprus Malaysia Switzerland Czech ReDublic Malta Taiwan r ^^ I _ __ I _ __ Denmark Mexico Turkey Egypt Morocco United Kin dom El Salvador Netherlands United States Finland New Zealand Uruguay France Norway Germany Panama

Supranational bonds issued by the following issuers

Asian Development Bank European Investment Bank Council of Europe Development Bank Eurofima Central American Bank for Economic Integration International Bank for Reconstruction and Development European Atomic Energy Community International Fmnance Corp _ _ __ _ European Bank for Reconstruction and Development Inter-American Development Bank European Coal and Steel Community Nordic Investment Bank European Community

All eligible fixed income (except commercial paper and certificates of deposit) to have the below long term security rating

Out of In currency Moody's assessments S&P's assessments currency margin margin -I Aaa to Aa3 AAA to AA- 101% 104% 2 Al to A3 A+ to A- 103% 106% 3 Baal to Baa3 BBB+ to BBB- 105% 108% 4 Bal to Ba3 BB+ to BB- 107% 110% 5 Bi toB3 B+ to B- 109% 112% Caal and below, CCC+ and below, 6 112% 115% including unrated including unrated

All commercial paper and certificates of deposit ("CDs") to have a margin of 102% in currency, with a 105% margin out of currency

Concentration Limit applicable across Fixed Income Profiles

* Max 30% of the trade amount shall be covered with securities rated BB+/Bal/BB+ or below * Max 10% of the trade amount shall be covered with securities rated below BB-/Ba3/BB-

Eligible equity

In currency margin 1080% Out of currency margin 1 12%

7 [London #370501 v9] Common stock, preferred stock, warrant, unit investment trust, real estate investment trust, convertible preferred, convertible bond, ADR, GDR, IDR, closed and open end mutual funds, hedge funds and ETF listed on the below indices or issued by issuers from below countries All Ordinaries ;_ S&P/ASX 100 S&P/ASX 20 Index Malaysia Kuala Lumpur EMAS Index S&P/ASX 200 Index Mexican Bolsa Index (IPC) S&P/ASX 300 Index Mexico Mexico INMEX Index S&P/ASX 50 Index Amsterdam AEX Index Australia S&P/ASX Midcap 50 Netherlands Amsterdam MIDCAP Index Argentina BOLSA-G INDEX NZAX ALL ATX Prime Index New NZSX ALL Ordinaries Index Austria Austrian Traded ATX Index Zealand NZX Top 50 Index Belgium BEL20 Index OBX Stock Index OSE All Share Index Brazil Brazil BOVESPA Norway OSE 20 Industrials Bulgaria Bulgarian 40 DJ EURO SOXX 50 P Index S&P TSX60 Index DJ EURO SOXX Large Canada S&P TSX Composite Index DJ EURO SOXX P Index Chile STOCK MARKET GENERAL DJ SOXX 600 China SE Shanghai A DJ SOXX I arge China SE Shanghai B 100 China SE Shenzhen A Pan- FlSE EUROTOP 100 China China SE Shenzhen B European FTSE EUROTOP 300 Czech Republic Prague Stock EXCH PX50 Index NEXT150 Index OMX Copenhagen 20 (OMXC20) Philippines PSE COMPOSITE INDEX OMX Copenhagen (OMXC) Poland WSE WIG 20 Index Denmark OMX Copenhagen Benchmark (OMXCB) Lisbon BVL General Index Egypt Hermes Portugal Portugal PSI 20 Index OMX Helsinki (OMXH) ASP General TB HEX TECH Index ASP MIT INDEX TB Finland OMX Helsinki 25 Russia Russian Traded Index CAC 40 Index SING SES All Index France Second Marche Index Singapore SING SBF 120 Index Slovenia Slovenia SKT MKT SBI SBF MIDCAC Index JOI AN Top 25 Industry INX SBF 250 South Africa JOIIAN Top 40 ALSI Index France SBF 80 Korea Composite Index CDAX Performance Index South Korea Korea KOSPI 200 Index DAX 30 Index IBEX 35 Index HDAX Index Spain Spain MA Madrid Index Prime All Shares OMX Stockholm 30 SDAX Shares OMX Stockholm (OMXS) Germany TECDAX Index Sweden Affarsvarldan General Index Hang Seng China AFF CRP SNMI SWX New Market Index Hang Seng China ENT IDX Hang Seng China Composite Index Switzerland Swiss Performance Index Hong Kong Hang Seng China Stock Exchange Taiwan TWSE - Taiwan weighted Index Budapest Stock Ex Index Thai Set 50 Index Hungary Hungarnan Iraded Index Thailand [hai Stock Exchange of Thai I | _ I- _ I t India SENSEX 30 Index Turkey Turkey STK MKT NA I 100 l __ F_ l - India India S&P CNX Nifty Index UK FTSE 100 Index Ireland Irish Overall Index FTSE 250 Index

8 [ILondon #370501 v91 FTSE 350 Index IsraelIsrael~ TeTel Avivvv2 25 IndexnexES 5 ne Italy STK MRKT BCI FTSE All Share Index MIBTEL-MIB TELEMATICO FTSE SmallCap Index Milan MIB30 Index DJ Industrial Average Milan MIDCAP Index DJ TransUortation Average Italy S&P MIB Index DJ Utilities Average Japan JASDAQ Dow Jones Composite JP Mothers Index Nasdaq Composite

NIKKEI 225 Index NasdaqExchange _ _ _ NIKKEI 300 Index OSE Nasdag 1 00 NIKKEI 500 Index Russell 1000 - ~~~~Topix I0 Russell 2000 Topix 1000 Russell 3000 Topix 2nd Section S&P 100 Index Topix Core 30 IDX (TSE) S&P 1500 Supercomposite S&P 400

______Topix Large 70 S&P 500 Index Topix MID 400 Index (TSE) S&P 600 Topix SMALL Index (TSE) Luxembourg LUXX Index Us _ _ . I _ _ _ . cp _ - Luxembour2 Luxembourg Return Index Venezuela Venezuela I I -I- Bermuda Cayman Islands Jersey Island

Concentration Limlt apnlicahle across Euuitv Profiles 20% limit of trade amount per security

2. BROKERAGE ACCOUNT AGREEMENT

The Brokerage Account Agreement, dated as of 11 August 2009, entered into between Goldman Sachs International and the Issuer, as such agreement may be amended from time to time The Issuer shall provide a copy of the Brokerage Account Agreement to the Holders of the Notes, upon their written or oral request

3 TRUSTEE CUSTODY ACCOUNT AGREEMENT

The Trustee Custody Account Agreement, dated as of 11 August 2009, entered into between The Bank of New York Mellon, as securities intermediary (the "Intermediary"), and The Bank of New York Mellon, acting through its London Branch, as Trustee, as such agreement as may be amended from time to time The Issuer shall provide a copy of the Trustee Custody Account Agreement to the Holders of the Notes, upon their written or oral request

4 TRIPARTITE CUSTODY AGREEMENT

The Tripartite Custody Agreement, dated as of 11 August 2009, entered into between Goldman Sachs International, the Issuer and The Bank of New York Mellon, acting through its London Branch, as custodian, as such agreement may be amended from time to time in connection with the GSI Securities Repo (the "GSI Tripartite Custody Agreement") The Issuer shall provide a copy of the Tripartite Custody Agreement to the Holders of the Notes, upon their written or oral request.

9 [London #37050 1 v9] 5. ACCOUNTS

The following accounts will be established with respect to the Notes

(1) The Brokerage Account maintained at Goldman Sachs International with account no 013829171

(ii) The Trustee Custody Account maintained at the Intermediary with account no 142372

(iii) The USD Account maintained at Citibank (the "USD Account") with account no 30734611

(iv) The Tripartite Custody Account maintained at the Eligible Custodian with account no 00170M pursuant to the GST Tripartite Custody Agreement (the "GS1 Tripartite Custody Account")

10 [London #370501 v9]