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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Thain, Robert J. Katz, Gregory
K. Palm, David A. Viniar and Esta E. Stecher and each of them severally, his or
her true and lawful attorney-in-fact with power of substitution and
resubstitution to sign in his or her name, place and stead, in any and all
capacities, to do any and all things and to execute any and all instruments
that such attorney deems necessary or advisable under the Securities Act of 1933
(the "Securities Act"), and any rules, regulations and requirements of the U.S.
Securities and Exchange Commission (the "Commission"), in connection with the
registration, from time to time, under the Securities Act of (i) senior debt
securities and subordinated debt securities of The Goldman Sachs Group, Inc.
(the "Company"), in one or more series, which may be convertible into or
exchangeable for shares of preferred stock of the Company and/or depositary
shares representing such shares, (ii) warrants, purchase contracts and/or other
securities of the Company to purchase or sell, or whose cash value is
determined by reference to or is linked to the performance or level of, one or
more of the following (a) securities of one or more entities (including the
Company), (b) one or more currencies, (c) one or more commodities, (d) one or
more indices or baskets of securities, currencies, commodities or other
financial, economic or other measures or instruments (including the occurrence
or non-occurrence of any event or circumstance) and/or (e) any other financial,
economic or other measure or instrument (including the occurrence or
non-occurrence of any event or circumstance), (iii) shares of preferred stock
of the Company in one or more series and depositary shares representing such
shares, (iv) common securities and/or preferred securities of one or more
business, trusts, partnerships or other entities that may be formed from time
to time by the Company, (v) guarantees of the Company with respect to any of
the above referenced securities, and/or (vi) units comprised of any combination
of the securities referred to above, in the initial aggregate offering price
(or the equivalent thereof in any other currency, currencies or currency units)
of up to $25,000,000,000 (collectively, the "Offered Securities"), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign his or her name, in his or her respective capacity as a
member of the Board of Directors or officer of the Company, to one or more
registration statements on such form or forms as may be appropriate to be filed
with the Commission with respect to the Offered Securities as any of them may
deem appropriate, to any and all amendments (including post-effective
amendments) to such registration statements, to any related registration
statements under Rule 462 of the Securities Act and to any other documents
filed with the Commission, as fully for all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, and his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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IN WITNESS WHEREOF, the undersigned have duly subscribed this Power of
Attorney this 20th day of March, 2000:
Title Signature
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Director, Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) /s/ HENRY M. PAULSON, JR.
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Henry M. Paulson, Jr.
Director and Vice Chairman /s/ ROBERT J. HURST
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Robert J. Hurst
Director, President and Co-Chief Operating
Officer /s/ JOHN A. THAIN
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John A. Thain
Director, President and Co-Chief Operating
Officer /s/ JOHN L. THORNTON
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John L. Thornton
Director /s/ JOHN BROWNE
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Sir John Browne
Director /s/ JOHN H. BRYAN
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John H. Bryan
Director /s/ JAMES A. JOHNSON
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James A. Johnson
Director /s/ RUTH J. SIMMONS
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Ruth J. Simmons
Director /s/ JOHN L. WEINBERG
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John L. Weinberg
Chief Financial Officer (Principal Financial /s/ DAVID A. VINIAR
Officer) --------------------------------
David A. Viniar
Principal Accounting Officer /s/ SARAH G. SMITH
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Sarah G. Smith