POWER OF ATTORNEY
                               -----------------


     The  undersigned  does hereby  appoint  Roger S.  Begelman,  Yvette  Kosic,
Felicia J. Rector,  Andrea Louro DeMar, Kenneth L. Josselyn,  Beverly L. O'Toole
and Benjamin J. Rader (and any other  employee of The Goldman Sachs Group,  Inc.
(the  "Company")  or one of its  affiliates  designated in writing by one of the
attorneys-in-fact)  his lawful  attorneys,  and each of them his true and lawful
attorney,  with  power  to act  without  the  other,  and  with  full  power  of
substitution and  resubstitution,  to prepare,  execute and file, or cause to be
prepared,  executed and filed, with the U.S.  Securities and Exchange Commission
(the "SEC") for him and in his name in connection  with certain  transactions in
common stock, par value $.01 per share (the "Common Stock") of the Company:

     1.        the  Initial  Statement of Beneficial Ownership of Securities  on
               Form 3, 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 him  pursuant  to  Section  16 of the  Securities
               Exchange Act of 1934, as amended;
     2.        one or more  Forms 144, or amendments to  Form 144,  relating  to
               any sales orders  (including in  connection  with the exercise of
               options to purchase Common Stock),  orally or electronically,  to
               sell  shares of Common  Stock to the public  from time to time in
               accordance  with Rule 144 under the  Securities  Act of 1933,  as
               amended; and
     3.        any and all  instruments  necessary or  incidental to any  action
               listed above,  including  communications to the SEC, The New York
               Stock Exchange and state securities law authorities.

     The  undersigned  hereby  grants 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 Company or one of its affiliates.

     IN WITNESS thereof the  undersigned  hereunto signed his name this 10th day
of November 2006.


                                                 /s/ Rajat Kumar Gupta
                                                 ---------------------
                                                     Rajat Kumar Gupta