Bond Goldman & Sachs 5.25% ( US38141E4B20 ) in USD

Goldman & Sachs

103.497 % ▲

United States

US38141E4B20 ( in USD )

5.25% per year ( payment 2 times a year)

15/12/2032

Prospectus brochure of the bond Goldman Sachs US38141E4B20 en USD 5.25%, maturity 15/12/2032

1 000 USD

6 773 000 USD

38141E4B2

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/12/2025 ( In 103 days )

Goldman Sachs is a leading global investment banking, securities, and investment management firm that provides a wide range of financial services to corporations, governments, and high-net-worth individuals.

This fixed-income obligation, identified by ISIN US38141E4B20 and CUSIP 38141E4B2, is an issuance from Goldman Sachs, a globally renowned leading investment banking and financial services firm based in the United States, currently quoted on the market at 100.995% of its USD par value, yielding an annual interest rate of 5.25%, part of a total issuance size of 6,773,000 units with a minimum acquisition threshold of 1,000 units, and is slated for maturity on December 15, 2032, with interest disbursements occurring semi-annually, further supported by credit ratings of BBB+ from Standard & Poor's (S&P) and A2 from Moody's.

Pricing Supplement No. 643 dated November 29, 2010
Page 1 of 17
424B2 1 d424b2.htm PRICING SUPPLEMENT NO. 643 DATED NOVEMBER 29, 2010
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-154173

Pricing Supplement to the Prospectus dated April 6, 2009 and the
Prospectus Supplement dated April 6, 2009 -- No. 643

$6,773,000

The Goldman Sachs Group, Inc.

5.25% Notes due 2032

Medium-Term Notes, Series D

We will pay you interest on your notes on a monthly basis at a rate of 5.25% per annum on the 15 of each month. The firs
th
t such payment will be
made on January 15, 2011.
If requested, we will redeem the notes prior to their stated maturity date upon the death of a beneficial owner who has owned the notes for at least
six months. We call this feature the survivor's option. The survivor's option is subject to a limit of $250,000 on the permitted principal amount exercisable
by the estate of the deceased beneficial owner in any calendar year and to a limit of two percent of the principal amount of all outstanding notes offered by
this pricing supplement in any calendar year. We may waive those limits in our discretion. Any notes accepted for repayment through the exercise of the
survivor's option normally will be repaid on the earlier of the June 15 or
th
December 15 inter
th
est payment date that occurs 60 or more calendar days after
the date of acceptance.
A valid redemption request requires the representative of the deceased beneficial owner to provide the information described on page PS-5 to the
Trustee, together with a properly completed redemption request in the form of Appendix A to this pricing supplement. See "Additional Information About
the Notes -- Survivor's Option to Request Repayment" on page PS-3 for more information.

Per Note

Total
Initial public offering price

100.00%
$ 6,773,000
Underwriting discount

3.60%
$
243,828
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

96.40%
$ 6,529,172

The initial public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from December 2, 2010 and
must be paid by the purchaser if the notes are delivered after December 2, 2010.
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Neither the 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 pricing supplement. Any representation to the contrary is a criminal offense.
The 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 pricing supplement, the accompanying prospectus supplement and the accompanying prospectus in the initial sale of
the notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs may use this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus in a market-making transaction in the notes after their initial sale. Unless Goldman Sachs or its agent
informs the purchaser otherwise in the confirmation of sale, this pricing supplement, the accompanying prospectus supplement and the accompanying
prospectus are being used in a market-making transaction.

Goldman, Sachs & Co.
Incapital LLC

Pricing Supplement dated November 29, 2010.
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Table of Contents
SPECIFIC TERMS OF THE NOTES

Please note that in this section entitled "Specific Terms of the Notes", 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. Also, in this section, references to
"holders" mean The Depository Trust Company (DTC) or its nominee and not indirect owners who own beneficial interests in notes
through participants in DTC. Please review the special considerations that apply to indirect owners in the accompanying prospectus,
under "Legal Ownership and Book-Entry Issuance".
This pricing supplement no. 643 dated November 29, 2010 (pricing supplement) and the accompanying prospectus dated April 6, 2009
(accompanying prospectus), relating to the notes, should be read together. Because the notes are part of a series of our debt securities called Medium-
Term Notes, Series D, this pricing supplement and the accompanying prospectus should also be read with the accompanying prospectus supplement,
dated April 6, 2009 (accompanying prospectus supplement). Terms used but not defined in this pricing supplement have the meanings given them in the
accompanying prospectus or accompanying prospectus supplement, unless the context requires otherwise.
The notes are a separate series of our debt securities under our Medium-Term Notes, Series D program governed by our Senior Debt Indenture,
dated as of July 16, 2008 (2008 Indenture), between us and The Bank of New York Mellon, as trustee (Trustee). This pricing supplement summarizes
specific terms that will apply to your notes. The terms of the notes described here supplement those described in the accompanying prospectus
supplement and accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms described here are
controlling.
Terms of the 5.25% Notes due 2032

Issuer: The Goldman Sachs Group, Inc.

described under "Additional Information About the Notes -- Survivor's
Principal amount: $6,773,000
Option to Request Repayment"
Specified currency: U.S. dollars ($)
Listing: None
Type of Notes: Fixed rate notes (notes)
ERISA: as described under "Employee Retirement Income Security Act"
Denominations: $1,000 and integral multiples of $1,000 thereof
on page 143 of the accompanying prospectus
Trade date: November 29, 2010
CUSIP no.: 38141E4B2
Original issue date: December 2, 2010
Form of notes: Your notes will be issued in book-entry form and
represented by a master global note. You should read the section "Legal
Stated maturity date: December 15, 2032
Ownership and Book-Entry Issuance" in the accompanying prospectus
Interest rate: 5.25% per annum
for more information about notes issued in book-entry form
Original issue discount (OID): not applicable
Defeasance applies as follows:
Interest payment dates: the 15th of each month, commencing on

· full defeasance -- i.e. , our right to be relieved of all our
January 15, 2011

obligations on the note by placing funds in trust for the
Regular record dates: the first day of each month
investor: yes

Day count convention: 30/360 (ISDA)
· covenant defeasance -- i.e. , our right to be relieved of
Business day: New York

specified provisions of the note by placing funds in trust for the
Business day convention: following unadjusted
investor: yes
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Redemption at option of issuer before stated maturity: not
FDIC: The notes are not bank deposits and are not insured by the
applicable
Federal Deposit Insurance Corporation or any other governmental
Survivor's option to request repayment: the notes are subject to
agency, nor are they obligations of, or guaranteed by, a bank.
repayment prior to the stated maturity upon the death of a beneficial
PS-2
owner who owned the notes for at least six months, if requested, subject
to certain limitations, as
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Table of Contents
ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the notes will settle in immediately
available funds through DTC. You will not be permitted to withdraw the notes from DTC except in the limited situations described in the accompanying
prospectus under "Legal Ownership and Book-Entry Issuance -- What Is a Global Security? -- Holder's Option to Obtain a Non-Global Security; Special
Situations When a Global Security Will Be Terminated". Investors may hold interests in a master global note through organizations that participate, directly
or indirectly, in the DTC system.
Survivor's Option to Request Repayment
Following the death of the beneficial owner of a note, so long as that note was owned by that beneficial owner or the estate of that beneficial owner
for at least six months prior to the request, if requested by the authorized representative of the beneficial owner of that note (subject to the limitations
described below), we agree to redeem any notes prior to the stated maturity unless the notes:

· have been previously redeemed or otherwise repaid, or

· have been declared due and payable before their stated maturity by reason of an event of default under the 2008 Indenture, as more fully

described in the accompanying prospectus under "Description of Debt Securities We May Offer -- Default, Remedies and Waiver of Default".
Upon the valid exercise of the option to request repayment described in the preceding paragraph (Survivor's Option) and the proper tender of that
note for repayment (subject to the limitations described below), we will redeem that note, in whole or in part (but in amounts of not less than $1,000), at a
price equal to 100% of the principal amount of the note plus any unpaid interest accrued to (but excluding) the date of repayment.
Incapital LLC has advised that it intends to make a market in the notes. Depending on market conditions, including changes in interest rates, and our
creditworthiness, the value of the notes may be greater than their principal amount plus any unpaid interest accrued. Accordingly, the authorized
representative should contact Incapital LLC to determine the market price of the notes and should otherwise carefully consider whether to sell
the notes to Incapital LLC or another market participant rather than redeeming the notes at the principal amount plus accrued interest pursuant
to a request for redemption.
To be valid, the Survivor's Option must be exercised by or on behalf of the person who has:

· authority to act on behalf of the deceased beneficial owner of the note, including, without limitation, the personal representative or executor of

the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner, under the laws of the applicable jurisdiction,
and

· the right to sell, transfer or otherwise dispose of an interest in a note and the right to receive the proceeds from the note, as well as the

principal and interest payable to the holder of the note.

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The following will be deemed the death of a beneficial owner of a note, and the entire principal amount of the note so held will be subject to
redemption by us upon request (with the limitations described below):

· death of a person holding a beneficial ownership interest in a note as a joint tenant or tenant by the entirety with another person, a tenant in

common with the deceased holder's spouse or a tenant in common with a person other than such deceased person's spouse;

· death of a person who at the time of his or her death was a beneficiary of a revocable or irrevocable trust that holds a beneficial ownership

interest in a note may, in the discretion of the Trustee, be deemed the death of a beneficial owner of that note, if such beneficial trust interest
can be established to the satisfaction of us and the Trustee; and

· death of a person who, at the time of his or her death, was entitled to substantially all of the beneficial ownership interests in a note regardless

of whether that beneficial owner was the registered holder of that note, if entitlement to those interests can be established to the satisfaction of
us and the Trustee.
In addition, a beneficial ownership interest will be deemed to exist:

· in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community

property or other joint ownership arrangements between a husband and wife; and

· in custodial and trust arrangements where one person has all of the beneficial ownership interests in the applicable note at the time of his or

her death.
We have the discretionary right to limit the aggregate principal amount of notes as to which exercises of the Survivor's Option shall be accepted by
us from authorized representatives:

· of all deceased beneficial owners in any calendar year to an amount equal to 2% of the principal amount of all outstanding notes offered by

this pricing supplement as of the end of the most recent calendar year (two percent aggregate limitation); and

· of any individual deceased beneficial owner of notes to $250,000 in any calendar year ($250,000 limitation).
In addition, we will not permit the exercise of the Survivor's Option except in principal amounts of $1,000 and integral multiples of $1,000 in excess
thereof.
We may, at our option, redeem interests of any deceased beneficial owner in the notes in any calendar year in excess of the $250,000 limitation.
Any optional redemption by us of this kind, to the extent it exceeds the $250,000 limitation for any deceased beneficial owner, will not be included in the
computation of the two percent aggregate limitation for redemption of the notes for that or any other calendar year.
We may also, at our option, redeem interests of deceased beneficial owners in the notes in any calendar year in an aggregate principal amount
exceeding the two percent aggregate limitation. Any optional redemption by us of this kind, to the extent it exceeds the two percent aggregate limitation,
will not be considered in calculating the two percent aggregate limitation for any other calendar year.
Furthermore, any optional redemption by us with respect to a deceased beneficial owner's interest in the notes is inapplicable with respect to any
other deceased beneficial owner's interest in the notes. In

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other words, we may waive any applicable limitations with respect to a deceased beneficial owner but not make the same or similar waivers with respect to
other deceased beneficial owners.
Each election to exercise the Survivor's Option will be accepted in the order that elections are received by the Trustee, except for any note the
acceptance of which would contravene either the two percent aggregate limitation or the $250,000 limitation. Upon any determination by us to redeem
notes in excess of the $250,000 limitation or the two percent aggregate limitation, notes will be redeemed in the order of receipt of redemption requests by
the Trustee. Each tendered note that is not accepted in any calendar year due to the application of either the two percent aggregate limitation or the
$250,000 limitation will be deemed to be tendered in the following calendar year in the order in which all such notes were originally tendered.
Notes accepted for repayment through the exercise of the Survivor's Option normally will be redeemed on the earlier of the June 15th or
December 15 inter
th
est payment date that occurs 60 or more calendar days after the date of the acceptance. For example, if the acceptance date of a note
tendered through a valid exercise of the Survivor's Option is May 1, 2011, and interest on that note is paid monthly on the 15th of every month, we would
normally, at our option, repay that note on the interest payment date occurring on December 15, 2011, because the June 15, 2011 interest payment date
would occur less than 60 days from the date of acceptance. Any redemption request may be withdrawn by the person(s) presenting the request upon
delivery of a written request for withdrawal given by the participant on behalf of the person(s) to the Trustee not less than 30 days before the redemption
date. If a note tendered through a valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the
participant through whom the note was tendered that states the reason that note has not been accepted for redemption.
With respect to notes represented by a master global note (such as these notes), DTC or its nominee is the depositary and is treated as the holder
of the notes and the institution that has an account with the depositary of the notes is referred to as the "participant".
To obtain redemption pursuant to exercise of the Survivor's Option for a note, the deceased beneficial owner's authorized representative must
provide the following items to the participant in DTC through which the beneficial interest in the note is held by the deceased beneficial owner:

· a written request for redemption signed by the authorized representative of the deceased beneficial owner with the signature guaranteed by a
member firm of a registered national securities exchange or of the Financial Institution Regulatory Authority, Inc. (FINRA) or a commercial

bank or trust company having an office or correspondent in the United States and a written instruction to notify the Trustee of the authorized
representative's desire to obtain redemption pursuant to exercise of the Survivor's Option;

· appropriate evidence satisfactory to us and the Trustee:

(a)
that the deceased was the beneficial owner of the note at the time of death and his or her interest in the note was owned by the

deceased beneficial owner or his or her estate for at least six months prior to the request for redemption,

(b)
that the death of the beneficial owner has occurred,

(c)
of the date of death of the beneficial owner, and

(d)
that the representative has authority to act on behalf of the beneficial owner;

PS-5
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· if applicable, a properly executed assignment or endorsement;

· tax waivers and any other instruments or documents that we or the Trustee reasonably require in order to establish the validity of the

beneficial ownership of the note and the claimant's entitlement to payment;

· any additional information we or the Trustee reasonably require to evidence satisfaction of any conditions to the exercise of the Survivor's

Option or to document beneficial ownership or authority to make the election and to cause the redemption of the note; and

· if the interest in the note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to us and the Trustee from the

nominee attesting to the deceased's beneficial ownership of such note.
After the representative provides the information to the participant, the participant will then deliver each of these items to the Trustee, and to
Goldman, Sachs & Co. in its capacity as administrator of the Survivor's Option on our behalf, together with evidence satisfactory to us and the Trustee
from the participant stating that it represents the deceased beneficial owner. The participant will then need to deliver to the Trustee a request for
redemption substantially in the form attached as Appendix A to this pricing supplement.
All questions regarding the eligibility or validity of any exercise of the Survivor's Option will be determined by us, in our sole discretion, which
determination will be final and binding on all parties.
Subject to arrangements with the depositary, payment for interests in the notes to be redeemed will be made to the depositary in the aggregate
principal amount specified in the redemption requests submitted to the Trustee by the depositary that are to be fulfilled in connection with the payment
upon presentation of the notes to the Trustee for redemption.
Additional redemption request forms for the exercise of the Survivor's Option may be obtained from the Trustee at The Bank of New York Mellon at
2001 Bryan Street, 9th Floor, Dallas, TX 75201, Attention: Survivor Options Processing, telephone: (800) 254-2826, fax: (241) 468-6405.
During any time in which the notes are not represented by a master global note and are issued in definitive form:

· all references in this section of the pricing supplement to participants and the depositary, including the depositary's governing rules,

regulations and procedures, will be deemed inapplicable;

· all determinations that the participants are required to make as described in this section will be made by us, including, without limitation,

determining whether the applicable decedent is in fact the beneficial owner of the interest in the notes to be redeemed or is in fact deceased
and whether the representative is duly authorized to request redemption on behalf of the applicable beneficial owner; and

· all redemption requests, to be effective, must:

--
be delivered by the representative to the Trustee, with a copy to us;

--
if required by the Trustee and us, be in the form of the attached redemption request with appropriate changes mutually agreed to by

the Trustee and us to reflect the fact that the

PS-6
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redemption request is being executed by a representative, including provision for signature guarantees; and

--
be accompanied by the note that is the subject of the redemption request or, if applicable, a properly executed assignment or
endorsement, in addition to all documents that are otherwise required to accompany a redemption request. If the record holder of the

note is a nominee of the deceased beneficial owner, a certificate or letter from the nominee attesting to the deceased's ownership of a
beneficial interest in the note must also be delivered.
U.S. Federal Income Tax Consequences
You should carefully consider, among other things, the matters set forth under "United States Taxation" in the accompanying prospectus supplement
and the accompanying prospectus. The following discussion supplements the section "United States Taxation" in the accompanying prospectus
supplement and the accompanying prospectus and is subject to the limitations and exceptions set forth therein.
Medicare Tax. For taxable years beginning after December 31, 2012, a U.S. holder that is an individual or estate, or a trust that does not fall into a
special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the U.S. holder's "net investment income" for the relevant
taxable year and (2) the excess of the U.S. holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of
individuals will be between $125,000 and $250,000, depending on the individual's circumstances). A holder's net investment income will generally include
its interest income and its net gains from the disposition of notes, unless such interest payments or net gains are derived in the ordinary course of the
conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. holder that is an
individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of
your investment in the notes.
Backup Withholding and Information Reporting. Please see the discussion under "United States Taxation -- Taxation of Debt Securities -- Backup
Withholding and Information Reporting" in the accompanying prospectus for a description of the applicability of the backup withholding and information
reporting rules to payments made on your notes. In addition, pursuant to recently enacted legislation, certain payments in respect of the notes made to
corporate U.S. holders after December 31, 2011 may be subject to information reporting and backup withholding.

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SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a terms agreement and a distribution
agreement with respect to the notes. Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount
of notes indicated in the following table.

Principal Amount
Underwriters

of Notes
Goldman, Sachs & Co.

$
3,387,000
Incapital LLC

3,386,000

Total

$
6,773,000

Notes sold by the underwriters to the public will initially be offered at the original issue price set forth on the cover of this pricing supplement. The
underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a purchase price equal to the original issue price less a discount of
3.60% of the principal amount of the notes. Any notes sold by the underwriters to securities dealers may be sold at a discount from the original issue price
of up to 2.00% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other
brokers or dealers at a discount from the original issue price of up to 0.35% of the principal amount of the notes. If all of the offered notes are not sold at
the original issue price, the underwriters may change the offering price and the other selling terms.
Please note that the information about the original issue price and net proceeds to The Goldman Sachs Group, Inc. on the front cover page relates
only to the initial sale of the notes. If you have purchased a note in a market-making transaction by Goldman, Sachs & Co. or any other affiliate of The
Goldman Sachs Group, Inc. after the initial sale, information about the price and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell the notes in the United States or to United States persons except if such
offers or sales are made by or through FINRA member broker-dealers registered with the U.S. Securities and Exchange Commission.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, whether
paid to Goldman, Sachs & Co. or any other underwriter, will be approximately $276,500.
The provision regarding the market-making activities of Goldman, Sachs & Co. described under "Plan of Distribution -- Market-Making Resales by
Affiliates" on page 142 of the accompanying prospectus does not apply to the notes. Goldman, Sachs & Co. does not intend to make a market in these
notes. However, in the future, Goldman, Sachs & Co. or other affiliates of The Goldman Sachs Group, Inc. may decide to repurchase and resell the notes
in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. For more
information about the plan of distribution and possible market-making activities, see "Plan of Distribution" in the accompanying prospectus and
"Supplemental Plan of Distribution" in the accompanying prospectus supplement.
The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has been advised by Incapital LLC that
they intend to make a market in the notes. Incapital LLC is not obligated to do so and may discontinue market-making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes.

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