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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 and David A. Viniar 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 under the
Securities Act of up to 60,000,000 shares of Common Stock of The Goldman Sachs
Group, Inc. (the "Company") for a secondary offering by Sumitomo Bank Capital
Markets, Inc. and/or Kamehameha Activities Association and/or certain former
partners of The Goldman Sachs Group, L.P. and/or certain current or former
employees of the Company and its affiliates and subsidiaries and/or the donees
or other successors in interest of any of the above, 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 a registration statement in such form
as may be appropriate to be filed with the Commission as any of them deems
appropriate, to any and all amendments (including post-effective amendments) to
such registration statement, 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.
IN WITNESS WHEREOF, the undersigned have duly subscribed this Power of
Attorney this fifth day of July, 2000:
TITLE SIGNATURE
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Director, Chairman of the Board and /s/ HENRY M. PAULSON, JR.
Chief Executive Officer ---------------------------------
(Principal Executive Officer) Henry M. Paulson, Jr.
Director and Vice Chairman /s/ ROBERT J. HURST
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Robert J. Hurst
Director, President and Co-Chief /s/ JOHN A. THAIN
Operating Officer ----------------------------------
John A. Thain
Director, President and Co-Chief /s/ JOHN L. THORNTON
Operating Officer ----------------------------------
John L. Thornton
Director /s/ SIR 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 Officer) /s/ DAVID A. VINIAR
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David A. Viniar
Principal Accounting Officer /s/ SARAH G. SMITH
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Sarah G. Smith