Obbligazione Goldman Sachs 4.12% ( XS0285367396 ) in MXN

Goldman Sachs

100 MXN ⇌

Stati Uniti

XS0285367396 ( in MXN )

4.12% per anno ( pagato 1 volta l'anno)

06/01/2027

Prospetto opuscolo dell'obbligazione Goldman Sachs XS0285367396 en MXN 4.12%, scadenza 06/01/2027

500 000 MXN

2 900 000 000 MXN

06/01/2026 ( In 317 giorni )

Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Goldman Sachs ( United States ) , in MXN, with the ISIN code XS0285367396, pays a coupon of 4.12% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 06/01/2027

Final Terms No. 556,
to the European Base Prospectus dated October 9, 2006, as supplemented

The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series C
MXN 1,400,000,000 Indexed Notes due 2027*

*representing an increase to MXN 2,900,000,000 of the MXN 1,500,000,000 Indexed Notes due January 2027 issued on
January 31, 2007
(Linked to the Unidades de Inversión (UDI))
_______________
Your notes will mature on January 6, 2027 (subject to postponement in the event of non-business days). On the stated maturity
date, we will pay you an amount in cash equal to the final redemption amount. The notes will comprise a single class of securities with
and be part of the same series of securities as The Goldman Sachs Group, Inc.'s MXN 1,500,000,000 Indexed Notes due January 2027
(Linked to the Unidades de Inversión (UDI)), issued on January 31, 2007.
The final redemption amount will be calculated by the calculation agent as the product of (1) the UDI-linked notional amount
and (2) the UDI index level as of the observation date. The UDI-linked notional amount will equal the face amount divided by the initial
index level, which is 3.809457. The observation date will be five business days prior to the stated maturity date. A decrease in
inflation as reported in the UDI index level from current levels will adversely affect the final redemption amount and therefore,
as a result, the amount payable at maturity may be adversely affected. If an event of default occurs under your note and your
note is accelerated, the amount payable in respect of your note will be equal to only 100% of the face amount of your note.
In addition, we will pay you a coupon equal to 4.12% per annum every 182 calendar days (subject to the business day
convention) on the amount in MXN equal to (1) the UDI-linked notional amount times (2) the UDI index level as of the relevant interest
determination date, commencing on August 1, 2007 and up to and including the stated maturity date. The first interest payment will be
for interest accrued from and including January 31, 2007 to, but excluding, August 1, 2007. The interest determination date for each
interest period will be two business days prior to the applicable interest payment date.
Your investment in the notes involves risks. In particular, assuming no changes in market conditions or other relevant
factors, the value of your note on the date of these Final Terms (as determined by reference to pricing models used by
Goldman Sachs) is significantly less than the original issue price. We encourage you to read "Risk Factors" on page 11 of the
European base prospectus and "Additional Investment Considerations Specific to Your Note" on page S-6 so that you may
better understand those risks.
Any offered notes sold by Goldman Sachs International to dealers may be resold by such dealers in negotiated transactions or
otherwise at varying prices determined at the time of sale, which prices may be different from the original issue prices of the original and
reopened notes. Goldman Sachs International may also pay a commission to Ixe Casa de Bolsa, S.A. de C.V., Ixe Grupo Financiero in
connection with the sale and distribution of the notes.
These Final Terms should be read in conjunction with the European base prospectus, including all supplements thereto and all
documents incorporated by reference therein, and you should base your investment decision on a consideration of these Final Terms
and the European base prospectus, including all supplements thereto and all documents incorporated by reference therein, as a whole.
Pursuant to Luxembourg law, the European base prospectus, all supplements thereto and all documents incorporated by reference
therein and filed with the Commission de Surveillance du Secteur Financier, and any Final Terms will be made available by the
Luxembourg Stock Exchange on its website.
The notes have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold
in the United States or to U.S. persons (as those terms are defined in Regulation S under the Securities Act) unless an exemption from
the registration requirements of the Securities Act is available. See "Notice to Investors" on page S-2. These Final Terms are not for use
in, and may not be delivered to or inside, the United States.
Goldman Sachs may use these Final Terms in the initial sale of the notes. In addition, Goldman Sachs International or other
affiliates of The Goldman Sachs Group, Inc. may use these Final Terms in a market-making transaction in a note after its initial sale.
Unless Goldman Sachs International or another affiliate of The Goldman Sachs Group, Inc. or their respective agents inform
the purchaser otherwise in the confirmation of sale, these Final Terms are being used in a market-making transaction.
Goldman Sachs International
_______________
Final Terms, dated March 21, 2007

LONDON:277658.7

NOTICE TO INVESTORS
The notes have not been registered under the U.S. Securities Act of 1933 (the "Securities Act"), as
amended, and may not be offered or sold in the United States or to U.S. persons (as those terms are
defined in Regulation S under the Securities Act) unless an exemption from the registration
requirements of the Securities Act is available. In particular, hedging transactions involving the notes
may not be conducted other than in compliance with the Securities Act. Each purchaser of a note is
deemed to agree to comply with the foregoing.
Because the notes will be issued in bearer form, they may not, subject to certain exceptions, be
offered, sold or delivered, directly or indirectly, in the United States of America or to, or for the account
or benefit of, U.S. persons, each as defined in the applicable U.S. Treasury regulations. See "General
Description of the Program -- Form, Exchange, Registration and Transfer -- Limitations on Issuance of
Bearer Notes" in the European base prospectus.
Unless the context otherwise requires, references to "The Goldman Sachs Group, Inc.", "we",
"our" and "us" mean only The Goldman Sachs Group, Inc. and do not include its consolidated
subsidiaries. References to "Goldman Sachs" mean The Goldman Sachs Group, Inc. together with its
consolidated subsidiaries, and the "Goldman Sachs Group" refers to The Goldman Sachs Group, Inc.
and its consolidated subsidiaries. Also, references to the "European base prospectus" mean the
European base prospectus, dated October 9, 2006, of The Goldman Sachs Group, Inc., as
supplemented.
In these Final Terms, references to "holder" or "holders" mean only those who are the actual
bearers of the notes and not those who only own beneficial interests in notes of which others are the
bearers. The latter include those who own beneficial interests in notes issued in global -- i.e., book-
entry -- form through Euroclear Bank SA/NV, Clearstream Banking, société anonyme or another
depositary. Owners of beneficial interests in notes issued in global form should read the section
entitled "General Description of the Program -- Form, Exchange, Registration and Transfer" in the
European base prospectus. Also, references in these Final Terms to "you" mean those who invest in
the notes, whether they are the actual bearers of the notes or only owners of beneficial interests in
these notes. References to "your note" mean the notes in which you hold a direct or indirect interest.
We refer to the notes offered by these Final Terms, including your note, as the notes. The notes are
part of a series of debt securities, entitled "Euro Medium-Term Notes, Series C", that we may issue
under the Fiscal Agency Agreement from time to time. The notes are also "indexed notes", as defined
in the European base prospectus. These Final Terms summarize specific financial and other terms that
apply to the notes, including your note; terms that apply generally to all Series C Euro Medium-Term
Notes are described under "General Description of the Program" in the European base prospectus. The
terms described in these Final Terms supplement those described in the European base prospectus
and, if the terms described here are inconsistent with those described there, the terms described here
are controlling.
_______________
Responsibility Statement
Goldman Sachs accepts responsibility for the information contained in these Final Terms. To the
best of the knowledge and belief of Goldman Sachs (who has taken all reasonable care to ensure that
such is the case), the information contained in these Final Terms is in accordance with the facts and
contains no omission likely to affect the import of such information. Where information contained in
these Final Terms has been sourced from a third party, this information has been accurately
reproduced.

S-2

LONDON:277658.7

_______________

No person has been authorized to give any information or make any representations other than
those contained in these Final Terms and the European base prospectus and, if given or made, such
other information or representation must not be relied upon as having been authorized. Neither these
Final Terms nor the European base prospectus constitutes an offer to sell or the solicitation of an offer
to buy any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of these Final Terms or the European base prospectus, nor any
sale made hereunder or thereunder, shall, under any circumstances, create any implication that there
has been no change in the affairs of The Goldman Sachs Group, Inc. since the date hereof or thereof or
that the information contained herein or therein is correct as of any time subsequent to its date.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor the regulatory authority of
any other jurisdiction has passed upon the accuracy or adequacy of these Final Terms or the European
base prospectus.
Each purchaser, each subsequent transferee and each person directing such purchaser or
subsequent transferee to acquire notes, by its purchase or other acquisition of the notes, is deemed to
represent and warrant (which representation and warranty will be deemed to be repeated on each date
on which the notes are held by such purchaser or subsequent transferee, as the case may be), that the
funds the purchaser or subsequent transferee is using to acquire and hold the notes are not the assets
of an employee benefit or other plan subject to Part IV of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), a plan described in Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), an entity whose underlying assets include "plan assets" by
reason of Department of Labor regulation section 2510.3-101 or otherwise, or a governmental plan that
is subject to any federal, state or local law that is substantially similar to the provisions of Section 406
of ERISA or Section 4975 of the Code.
_______________

The information contained in these Final Terms has not been reviewed by the national banking and
securities commission of Mexico (Comisión Nacional Bancaria y de Valores). The notes have not been
registered in the Mexican National Securities Registry (Registro Nacional de Valores), and therefore
they are not the subject of a public offer in Mexico. Intermediation of the notes in Mexico is subject to
the restrictions of the Mexican Securities Market Law. Any investor of Mexican nationality that
purchases these notes, will do so under its own responsibility.
S-3

LONDON:277658.7

KEY TERMS
The terms of each note being offered are as follows:
_______________

times (2) the UDI index level as of the applicable
Issuer: The Goldman Sachs Group, Inc.
interest determination date
Face Amount of Reopened Notes: MXN
Interest Period: Each period from and including an
1,400,000,000
interest payment date (or the issue date of the original
Face Amount of Original Notes: MXN
notes in the case of the initial interest period) to but
1,500,000,000
excluding the next succeeding interest payment date
(or the stated maturity date, in the case of the final
Total Face Amount: MXN 2,900,000,000
interest period)
Denomination: MXN 500,000
Interest Payment Dates: Every 182 calendar days,
Type of Note: Indexed note
beginning August 1, 2007, to and including the stated
maturity date, subject to the business day convention
Specified Currency: Mexican pesos ("MXN")
Interest Determination Date: The date that is two
Trade Date of Reopened Notes: March 21, 2007
business days prior to the relevant interest payment
Trade Date of Original Notes: January 25, 2007
date
Issue Date (Settlement Date) of Reopened Notes:
The Index: Unidades de Inversión (UDI) or any
March 27, 2007
successor index; see page S-9
Issue Date (Settlement Date) of Original Notes:
Index Sponsor(s): Banco de Mexico or any
January 31, 2007
successor index sponsor
ISIN Code of Temporary Global Bearer Note:
Final Redemption Amount: An amount in MXN
XS0293554449; after a tax compliance period, the
equal to the product of (1) the UDI-linked notional
reopened notes will then have the same ISIN Code as
amount and (2) the UDI index level as of the
the original notes
observation date
Common Code of Temporary Global Bearer Note:
UDI-Linked Notional Amount: The face amount of
029355444; after a tax compliance period, the
your note divided by the initial index level
reopened notes will then have the same Common
Code as the original notes
UDI Index Level: The official value of the index, a
MXN equivalent unit of account indexed to inflation on
ISIN Code of Permanent Global Bearer Note:
a daily basis, as measured by the change in the
XS0285367396
Mexican National Consumer Price Index pursuant to
Common Code of Permanent Global Bearer Note:
the Decree approved by the Congress of Mexico and
028536739
published in the Official Daily of the Federation on
April 1, 1995, for purposes of determining the
Stated Maturity Date: January 6, 2027 (subject to
inflation-adjusted value of MXN and published by the
postponement in the event of non-business days)
index sponsor on its website
http://www.banxico.org.mx/ (or any successor or
Issue Price of Reopened Notes: 102.28% of face
replacement website); provided, however, that, if for
amount
any reason the UDI index level is not determined and
Issue Price of Original Notes: 100% of face amount
published by the index sponsor on the observation
date, or if UDI is replaced by another inflation-indexed
Net Proceeds of Reopened Notes to Issuer:

monetary unit that is reported, sanctioned,
102.28% of face amount
recognized, published, announced or adopted (or
Net Proceeds of Original Notes to Issuer: 100% of
other similar action) by the relevant governmental
face amount
authority and such event makes the inflation-indexed
replacement monetary unit impossible to obtain, the
Amount Payable at Maturity: An amount equal to
calculation agent will determine the UDI index level,
the final redemption amount
or its replacement as the case may be, for the

relevant date in its sole discretion and in good faith
Day Count Fraction: Act/360 (ISDA)
Initial Index Level: 3.809457
Interest Rate: 4.12% per annum on the amount in
MXN equal to (1) the UDI-linked notional amount
S-4

LONDON:277658.7

Observation Date: The date five business days prior
Business Day Convention: Following
to the stated maturity date
Form of Notes: Temporary bearer global note,
Redemption at the Option of the Issuer: Not
permanent bearer global note and bearer notes; see
redeemable
"General Description of the Program -- Form,
Exchange, Registration and Transfer" in the European
Repurchase at the Holder's Option: Not applicable
base prospectus
Repayment upon Event of Default:
Clearing: Euroclear Bank SA/NV and Clearstream
Notwithstanding anything to the contrary in the
Banking, société anonyme
European base prospectus, if an event of default
occurs and the maturity of your note is accelerated,
Gross-up and Call in the Case of Tax Law
the default amount will be equal to 100% of the face
Changes: Not applicable
amount of your note. Under no circumstances will you
receive the final redemption amount if your note is
Calculation Agent: Goldman Sachs International
accelerated.
Listing and Admission to Trading: Application has
Business Days: Each day that is a London and New
been made to the Luxembourg Stock Exchange for
York business day (see "General Description of the
the notes to be admitted to trading on the
Program -- Features Common to All Notes --
Luxembourg Stock Exchange's regulated market and
Business Days" in the European base prospectus)
to be listed on the Luxembourg Stock Exchange; see
and a Mexico City business day
"Listing and General Information" in the European
base prospectus; application has also been made by
Mexico City Business Day: Each Monday, Tuesday,
Ixe Casa de Bolsa, S.A. de C.V., Ixe Grupo
Wednesday, Thursday and Friday which is not a day
Financiero to list the notes on the International
on which banking institutions in Mexico City, Mexico
Quotations System (Sistema Internacional de
generally are authorized or obligated by law,
Cotizaciones or "SIC") maintained by the Bolsa
regulation or executive order to close
Mexicana de Valores, S.A. de C.V.

S-5

LONDON:277658.7

ADDITIONAL INVESTMENT CONSIDERATIONS SPECIFIC TO YOUR NOTE

An investment in your note is subject to risks described in the European base prospectus under "Risk
Factors" and "Risk Factors -- Considerations Relating to Indexed Notes" in particular and to the risks described
below. Your note is a riskier investment than ordinary debt securities.
In these Final Terms, when we refer to an index, we mean the index, or any successor index, as it may be
modified, replaced or adjusted from time to time as described under "General Description of the Program --
Indexed Notes" in the European base prospectus. When we refer to an index sponsor as of any time, we mean
the entity that determines and publishes the index, as appropriate and then in effect, including any successor
sponsor.
Assuming No Changes in Market
Factors -- Considerations Relating to Notes
Conditions and Other Relevant Factors, the
Generally -- Any Notes We May Issue May Not
Value of Your Note on the Date of These Final
Have an Active Trading Market" in the European
Terms (As Determined by Reference to Pricing
base prospectus.
Models Used by Goldman Sachs) is
Significantly Less than the Original Issue
The Level of Inflation in Mexico May
Prices
Decrease Below the Current Level Which May
Adversely Affect the Payment Amount on Your
The value or quoted price of your note at any
Notes
time will reflect many factors and cannot be
predicted. If Goldman Sachs makes a market in the
The level of inflation in Mexico may decrease
notes, the price quoted by us or our affiliates for
below the current level and historically increasing
your note would reflect any changes in market
Mexican inflation trends may not continue. As a
conditions and other relevant factors, and the
result, the UDI index level as calculated on the
quoted price could be higher or lower than the
observation date or the relevant interest
original issue prices, and may be higher or lower
determination date may be lower than it would
than the value of your note as determined by
have been had historical trends continued, and you
reference to pricing models used by Goldman
may therefore receive a lower payment amount on
Sachs.
your note and lower interest payments.
If at any time a third party dealer quotes a
The Note is Not Principal Protected and
price to purchase your note or otherwise values
You May Receive Less than the Face Amount of
your note, that price may be significantly different
Your Note on the Stated Maturity Date
(higher or lower) than any price quoted by
Goldman Sachs. See "Risk Factors --
The amount payable on the stated maturity
Considerations Relating to Notes Generally -- The
date is the final redemption amount, which is the
Market Price of Any Notes We May Issue May Be
product of (1) the UDI-linked notional amount and
Influenced by Many Unpredictable Factors and If
(2) the UDI index level as of the observation date.
You Buy a Note and Sell It Prior to the Stated
The UDI is a MXN equivalent unit of account
Maturity Date, You May Receive Less Than the
indexed to inflation published by the index sponsor.
Face Amount of Your Note" in the European base
If the UDI index as of the observation date is below
prospectus.
the initial index level, you will receive less than the
face amount.
Furthermore, if you sell your note, you will
likely be charged a commission for secondary
If an Event of Default Occurs and Your Note
market transactions, or the price will likely reflect a
is Accelerated, the Amount Payable in Respect
dealer discount.
of Your Note Will Be Equal Only to 100% of the
Face Amount of Your Note
There is no assurance that Goldman Sachs or
any other party will be willing to purchase your
If an event of default occurs and your note is
note, and in this regard Goldman Sachs is not
accelerated, you will not be entitled to receive the
obligated to make a market in your note. See "Risk
final redemption amount. Instead, your note will
S-6

LONDON:277658.7

represent a claim against us for an amount equal
modified at any time, the index as so rebased or
to 100% of the face amount of your note. We refer
modified will be used for purposes of determining
to this amount as the default amount. This default
the level of the index from the date of such
amount may be significantly less than the final
rebasing or modification; provided that following an
redemption amount and will bear no relationship to
index rebasing or modification the calculation agent
the performance of the index. In addition, if an
shall be entitled to make such adjustments to any
event of default occurs we may not be able to pay
index levels as it considers to be necessary or
you some or all of the default amount.
appropriate in its sole discretion. In addition, if the
calculation agent determines in its sole discretion

As Calculation Agent, Goldman Sachs
that the UDI index level no longer accurately
International Will Have the Authority to Make
reflects Mexican inflation (as currently represented
Determinations that Will Affect the Payment
by the index), the calculation agent shall be entitled
Amount
to make adjustments to the index as it considers to
be necessary or appropriate in its sole discretion.
As calculation agent, Goldman Sachs
See "Risk Factors -- Considerations Relating to
International will have discretion in making various
Indexed Notes -- As Calculation Agent, Goldman
determinations that affect the payment amount,
Sachs International Will Have the Authority to
including all determinations regarding the index.
Make Determinations That Could Affect the Market
For example, if the calculation agent determines
Price of an Indexed Note, When the Note Matures
that the index has been or will be rebased or
and the Amount Payable at Maturity" in the
European base prospectus.
S-7

LONDON:277658.7

ADDITIONAL TERMS SPECIFIC TO YOUR NOTE

Please note that the information about the
and an option sold or bought, by the holder (with
original issue date, original issue price and net
an implicit option premium paid over time to or by
proceeds to us in these Final Terms relates only to
the holder). The discussion in this paragraph does
the initial offer and sale of the notes. If you have
not modify or affect the terms of the notes or the
purchased your note in a subsequent market-
U.S. income tax treatment of the notes as
making transaction, information about the price and
described under "United States Taxation" in the
date of any such transaction will be provided in a
European base prospectus.
separate confirmation of sale.
If the calculation agent determines that the
In anticipation of the sale of the notes, we and
index has been or will be rebased or modified at
our affiliates may enter into hedging transactions
any time, the index as so rebased or modified will
as described under "United States Taxation --
be used for purposes of determining the level of
Hedging in Connection with Issuance of Indexed
the index from the date of such rebasing or
Notes" in the European base prospectus.
modification; provided that following an index
rebasing or modification the calculation agent shall
Any rate of return you may earn on an
be entitled to make such adjustments to any index
investment in your note may be lower than that
levels as it considers to be necessary or
which you could earn on a comparable investment
appropriate in its sole discretion.
in contracts or other index components. Depending
on the tax treatment applicable to your note, tax
In addition, if the calculation agent determines
liabilities could affect the after-tax rate of return on
in its sole discretion that the UDI index level no
your note to a comparatively greater extent than
longer accurately reflects Mexican inflation (as
the after-tax return on the contracts.
currently represented by the index), the calculation
agent shall be entitled to make adjustments to the
Payments on your note are economically
index as it considers to be necessary or
equivalent to the amounts that would be paid on a
appropriate in its sole discretion.
combination of other instruments. For example,
payments on your note are economically

equivalent to the amounts that would be paid on a
combination of an interest-bearing bond bought,

S-8

LONDON:277658.7

INFORMATION ABOUT THE INDEX
We have compiled all information regarding
regarding the principal amount of your note
the index discussed in these Final Terms from
payable at the stated maturity date.
publicly available information.
The index sponsor currently publishes the UDI
We accept responsibility as to the correct
on the 9th and 24th day of every month for the 10
reproduction of such information, but do not accept
Mexico City business days following the date of
any further or other responsibility, including any
initial publication.
responsibility for the calculation, maintenance or
publication of, or for any error, omission or
Neither we nor any of our affiliates accepts any
disruption in, the index, and do not make any
responsibility for the calculation, maintenance or
representation or give any warranty that the
publication of the UDI.
publicly available information about the index is
accurate or complete.
Historical Levels of the UDI
The information set forth below reflects the
The tables below show the UDI index level as
policies of, and is subject to change by, the index
of December 31 for the years 1995 through 2006.
sponsor. The index sponsor owns the copyright
and all other rights to the index. The index sponsor
THE HISTORICAL LEVELS REFLECTED IN
does not have any obligation to continue to
THE TABLES BELOW ARE BASED ON THE
publish, and may discontinue publication of, the
CRITERIA IDENTIFIED ABOVE AND ON
index at any time.
ACTUAL UDI INDEX LEVELS ON THE
RELEVANT DATE. THERE CAN BE NO
We do not intend to provide any post-issuance
ASSURANCE, HOWEVER, THAT THESE
information with respect to the index described in
LEVELS WILL BE REPLICATED IN THE
the European base prospectus or these final terms,
FUTURE OR THAT THE HISTORICAL LEVELS
if not otherwise required by all applicable laws and
OF THE UDI WILL SERVE AS A RELIABLE
regulations.
INDICATOR OF ITS FUTURE LEVELS.
UDI Index Level
The UDI or Unidades de Inversión
Year
as of December 31
1995 1.33783700
The UDI or Unidades de Inversión is a MXN
1996 1.71051400
equivalent unit of account indexed to inflation on a
1997 2.00029400
daily basis, as measured by the change in the
1998 2.36200500
Mexican National Consumer Price Index pursuant
1999 2.67126700
to the Decree approved by the Congress of Mexico
2000 2.90915800
and published in the Official Daily of the Federation
2001 3.05527300
on April 1, 1995, for purposes of determining the
2002 3.22577800
inflation-adjusted value of MXN and published by
2003 3.35200300
the index sponsor on its website
2004 3.53471600
http://www.banxico.org.mx/. We are not
2005 3.63753200
incorporating this website or any material it
includes by reference into these Final Terms or the
2006 3.78895400
European base prospectus.
Source: Banco de Mexico
The index sponsor determines, composes and
For January 31, 2007, the issue date of the
calculates the UDI without regard to your note. The
original notes, the UDI index level was 3.809457.
index sponsor has no obligation to take into
account your interest, or that of anyone else having
an interest, in your note in determining, composing
or calculating the UDI. The index sponsor is not
responsible for and has not participated in the
determination of the terms, prices or amount of
your note and will not be responsible for or
participate in any determination or calculation
S-9

LONDON:277658.7

ADDITIONAL INFORMATION ABOUT THE PLAN OF DISTRIBUTION
We have agreed to sell to Goldman Sachs
requirements of the Securities Act is available. In
International, and Goldman Sachs International
particular, hedging transactions involving the notes
has agreed to buy from us, the aggregate face
may not be conducted other than in compliance
amount of the notes specified on the front cover of
with the Securities Act. Each purchaser of a note is
these Final Terms. Goldman Sachs International
deemed to agree to comply with the foregoing.
intends to resell the notes at the original issue price
applicable to the notes to be resold in offshore
Subject to certain exceptions, the notes may
transactions in reliance upon Regulation S under
not be offered, sold or delivered, directly or
the Securities Act. Any notes sold by Goldman
indirectly, in the United States of America or to, or
Sachs International to dealers may be resold by
for the account or benefit of, U.S. persons, each as
such dealers in negotiated transactions or
defined in the applicable U.S. Treasury regulations.
otherwise, at varying prices determined at the time
See "General Description of the Program -- Form,
of sale, which prices may be different from the
Exchange, Registration and Transfer -- Limitations
original issue price. In the future, Goldman Sachs
on Issuance of Bearer Notes" in the European
International and our other affiliates may
base prospectus.
repurchase and resell the notes in market-making
transactions, with resales being made at prices
The address of Goldman Sachs International
related to prevailing market prices at the time of
is Peterborough Court, 133 Fleet Street, London
resale or at negotiated prices.
EC4A 2BB, United Kingdom.
The notes have not been registered under the
For more information about the plan of
Securities Act and may not be offered or sold in the
distribution and possible market-making activities,
United States or to U.S. persons (as those terms
see "Plan of Distribution" in the European base
are defined in Regulation S under the Securities
prospectus.
Act) unless an exemption from the registration
S-10

LONDON:277658.7