(Exhibit 24.1)


                               POWER OF ATTORNEY



     The  undersigned  does hereby  appoint Roger S.  Begelman,  Edward T. Joel,
Saskia  Brookfield  Martin and Susan P. Goddard  (and any other  employee of The
Goldman Sachs Group, Inc. or one of its affiliates  designated in writing by one
of the  attorneys-in-fact)  her lawful attorneys,  and each of them her true and
lawful  attorney,  with power to act without  the other,  and with full power of
substitution and resubstitution, to execute and file for her and in her name any
Statement of Changes in Beneficial  Ownership on Form 4 and any Annual Statement
of Changes in Beneficial  Ownership on Form 5, or any similar or successor form,
which  may be  required  to be filed by her with  the  Securities  and  Exchange
Commission  pursuant to Section 16 of the  Securities  Exchange Act of 1934,  as
amended and any and all instruments  necessary or incidental  therewith,  hereby
granting unto said attorneys and each of them full power and authority to do and
perform  in the  name  and on  behalf  of the  undersigned,  and in any  and all
capacities,  every act and thing whatsoever  required or necessary to be done in
and  about  the  premises,  as fully  and to all  intents  and  purposes  as the
undersigned might or could do in person,  hereby ratifying and approving the act
of said attorneys and each of them.

     This power of attorney shall not be affected by the  subsequent  disability
or  incompetence  of the principal.  This power of attorney shall remain in full
force and effect until  either  revoked in writing by the  undersigned  or until
such time as the person or persons to whom  power of  attorney  has been  hereby
granted  cease(s) to be an employee of  The Goldman Sachs Group, Inc.  or one of
its affiliates.

     IN WITNESS thereof the  undersigned  hereunto signed her name this 31st day
of January 2003.



                                              /s/ Sarah E. Smith
                                              ------------------
                                                  Sarah E. Smith